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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF FILING OF REVISED PROPOSED 

ORDER (I) APPROVING DISCLOSURE STATEMENT, (II) FIXING VOTING 

RECORD DATE, (III) APPROVING CONFIRMATION HEARING NOTICE AND 

CONFIRMATION SCHEDULE, (IV) APPROVING SOLICITATION PACKAGES 

AND DISTRIBUTION PROCEDURES, (V) APPROVING FORMS OF BALLOTS AND 

VOTING AND ELECTION PROCEDURES, (VI) APPROVING NOTICE OF NONVOTING STATUS, (VII) FIXING VOTING, ELECTION, AND CONFIRMATION 

DEADLINES, AND (VIII) APPROVING VOTE TABULATION PROCEDURES

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 (“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-BK3567-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).

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PLEASE TAKE NOTICE that, on December 16, 2022, the Financial Oversight and 

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

Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”), pursuant to section 315(b) of 

the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”),

2

filed the 

Motion of Puerto Rico Electric Power Authority for Order (I) Approving Disclosure Statement, 

(II) Fixing Voting Record Date, (III) Approving Confirmation Hearing Notice and Confirmation 

Schedule, (IV) Approving Solicitation Packages and Distribution Procedures, (V) Approving 

Forms of Ballots and Voting Procedures, (VI) Approving Notice of Non-Voting Status, (VII) Fixing 

Voting and Confirmation Deadlines, and (VIII) Approving Vote Tabulation Procedures [Case No. 

17-4780, ECF No. 3113]

3

(the “Disclosure Statement Motion”),

4

concurrently with the related 

disclosure statement [ECF No. 3111]. 

PLEASE TAKE FURTHER NOTICE that, on February 9, 2023, the Debtor filed the 

First Amended Title III Plan of Adjustment of the Puerto Rico Highways and Transportation 

Authority [ECF No. 3200] and corresponding Disclosure Statement for the First Amended Title III

Plan of Adjustment for the Puerto Rico Highways and Transportation Authority [ECF No. 3201].

PLEASE TAKE FURTHER NOTICE that, on February 10, 2023, the Debtor filed its 

Omnibus Reply of the Puerto Rico Electric Power Authority to Objections to the (I) Adequacy of 

the Disclosure Statement, (II) Relief Requested in the Disclosure Statement Motion, and (III) Relief 

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

3 Unless otherwise stated, all ECF Nos. shall refer to the docket in Case No. 17-4780. 

4 Attached to the Disclosure Statement Motion as Exhibit A is a form of proposed Order (I) Approving Disclosure 

Statement, (II) Fixing Voting Record Date, (III) Approving Confirmation Hearing Notice and Confirmation 

Schedule, (IV) Approving Solicitation Packages and Distribution Procedures, (V) Approving Forms of Ballots, 

and Voting Procedures, (VI) Approving Notice of Non-Voting Status, (VII) Fixing Voting and Confirmation 

Deadlines, and (VIII) Approving Vote Tabulation Procedures [ECF No. 3113, Exhibit A] (the “Proposed Order”).

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3

Requested in the Confirmation Discovery Procedures Motion [ECF No. 3206] (the “Omnibus 

Reply”).

PLEASE TAKE FURTHER NOTICE that attached to the Omnibus Reply as Exhibit B

is a revised form of proposed Order (I) Approving Disclosure Statement, (II) Fixing Voting Record 

Date, (III) Approving Confirmation Hearing Notice and Confirmation Schedule, (IV) Approving 

Solicitation Packages and Distribution Procedures, (V) Approving Forms of Ballots and Voting 

and Election Procedures, (VI) Approving Notice of Non-voting Status, (VII) Fixing Voting, 

Election, and Confirmation Deadlines, and (VIII) Approving Vote Tabulation Procedures (the 

“Revised Proposed Order”). 

PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A is a further 

revised proposed Order (I) Approving Disclosure Statement, (II) Fixing Voting Record Date, (III) 

Approving Confirmation Hearing Notice and Confirmation Schedule, (IV) Approving Solicitation 

Packages and Distribution Procedures, (V) Approving Forms of Ballots and Voting and Election 

Procedures, (VI) Approving Notice of Non-voting Status, (VII) Fixing Voting, Election, and 

Confirmation Deadlines, and (VIII) Approving Vote Tabulation Procedures (the “Second Revised

Proposed Order”). A redline showing the changes between the Second Revised Proposed Order 

and the Revised Proposed Order is attached hereto as Exhibit B.

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

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.

[Remainder of page intentionally left blank]

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Dated: February 21, 2023

San Juan, Puerto Rico

Respectfully submitted,

/s/ Paul V. Possinger

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for 

PREPA

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EXHIBIT A

Second Revised Proposed Order

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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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

ORDER (I) APPROVING DISCLOSURE STATEMENT, (II) FIXING VOTING 

RECORD DATE, (III) APPROVING CONFIRMATION HEARING NOTICE AND 

CONFIRMATION SCHEDULE, (IV) APPROVING SOLICITATION PACKAGES 

AND DISTRIBUTION PROCEDURES, (V) APPROVING FORMS OF BALLOTS AND 

VOTING AND ELECTION PROCEDURES, (VI) APPROVING NOTICE OF NONVOTING STATUS, (VII) FIXING VOTING, ELECTION, AND CONFIRMATION 

DEADLINES, AND (VIII) APPROVING VOTE TABULATION PROCEDURES

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 (“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-BK3567-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).

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2

Upon the motion (the “Motion”),2dated December 16, 2022, of the Puerto Rico Electric 

Power Authority (“PREPA” or the “Debtor”), by and through the Financial Oversight and 

Management Board for Puerto Rico (the “Oversight Board”), as representative of the Debtor under 

PROMESA Section 315(b), pursuant to Sections 105, 502, 1125, 1126(a), 1126(b), 1126(c), 

1126(e), 1126(f), 1126(g), and 1128 of title 11 of the United States Code (made applicable to the 

Title III Cases pursuant to PROMESA Section 301(a)) (the “Bankruptcy Code”), Federal Rules of 

Bankruptcy Procedure (made applicable to the Title III Cases pursuant to PROMESA Section 310) 

(the “Bankruptcy Rules”) 2002, 3016, 3017, 3018, 3020, 9013, 9014, and 9021, and Local 

Bankruptcy Rules for the United States Bankruptcy Court for the District of Puerto Rico (the 

“Local Rules”) 3016-2 and 9013-1 requesting an order: (i) approving the proposed Disclosure 

Statement (as defined below), (ii) fixing a Voting Record Date for voting on the Plan (as defined 

below), (iii) approving the Confirmation Hearing Notice and confirmation schedule, (iv) 

approving the proposed contents of the Solicitation Package and procedures for distribution 

thereof, (v) approving the forms of ballots, and establishing solicitation, voting, and balloting 

procedures, (vi) approving the form and manner of Notice of Non-Voting Status, (vii) fixing a 

Voting Deadline, (viii) approving procedures for tabulating creditor votes, and (ix) related relief, 

all as more fully described in the Motion; and the Court having subject matter jurisdiction to 

consider the Motion and the relief requested therein pursuant to PROMESA Section 306(a); and it 

appearing that venue in this district is proper pursuant to PROMESA Section 307(a); and due and 

proper notice of the Motion having been provided and it appearing that no other or further notice 

need be provided; and the Court having held a hearing on February 28, 2023, to consider the 

2 Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Motion or the 

Plan (as defined below), as applicable. 

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adequacy of the information contained in the Disclosure Statement and the additional relief 

requested in the Motion (the “Disclosure Statement Hearing”); and the Court having determined 

the relief sought in the Motion is in the best interests of the Debtor, its creditors, and all parties in 

interest; and the Court having determined the legal and factual bases set forth in the Motion 

establish just cause for the relief granted herein, it is hereby found and determined that:3

A. The Debtor, by and through the Oversight Board, as the Debtor’s representative in 

its Title III Case pursuant to PROMESA Section 315(b), has full authority to propose and 

prosecute the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment of

the Puerto Rico Electric Power Authority, dated February 21, 2023 (as the same may be amended 

or modified, including all exhibits and attachments thereto, the “Disclosure Statement”) [Case No. 

17-4780, ECF No. _____]

4

and the First Amended Title III Plan of Adjustment of the Puerto Rico 

Electric Power Authority, dated February 9, 2023 (as the same may be amended or modified, 

including all exhibits and supplements thereto, the “Plan”) [ECF No. _____].

B. The Disclosure Statement (including the exhibits attached thereto) contains 

adequate information within the meaning of Section 1125 of the Bankruptcy Code, and no other 

or further information is necessary for purposes of soliciting acceptances and rejections of the Plan

as set forth herein.

C. The Disclosure Statement (including the exhibits attached thereto) provides holders 

of Claims and other parties in interest with sufficient notice of the injunction, exculpation, and 

release provisions contained in Articles XXVII and XXXVI of the Plan in satisfaction of the 

requirements of Bankruptcy Rule 3016(c).

3 The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law pursuant 

to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014.

4 Docket references contained herein shall refer to the docket for Case No. 17-4780 unless otherwise specified.

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D. The forms of ballots, substantially in the forms attached hereto as Schedules 3(a) 

– 3(e) (each a “Ballot”) and the form of election notice, substantially in the form attached hereto 

as Schedule 5 (the “Election Notice”), are consistent with Official Bankruptcy Form No. B 314,

adequately address the particular needs of the Title III Case, and are appropriate for the relevant 

Classes of Claims entitled under the Plan to vote to accept or reject the Plan and/or make an 

election of the form of distribution pursuant to the Plan, as applicable.

E. Ballots to vote to accept or reject the Plan (or, with respect to Settling Bondholders, 

Non-Settling Bondholders, and holders of Claims in Class 4 (Fuel Line Loan Claims), instructions 

to submit a vote on ATOP) need only be provided to:

(a) Settling Bondholders and Settling Monolines on account of PREPA Revenue 

Bond Claims in Class 1 (Settling Bondholder and Settling Monoline Claims);

(b) Non-Settling Bondholders on account of PREPA Revenue Bond Claims in 

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) that are 

not insured by a Monoline Insurer; 

(c) Non-Settling Monolines on account of PREPA Revenue Bond Claims in Class 

2 (Non-Settling Bondholder and Non-Settling Monoline Claims) that are 

insured by a Monoline Insurer;

(d) National Public Finance Guarantee Corporation (“National”) on account of 

National Insured Bond Claims in Class 5 (National Insured Bond Claims); and

(e) holders of Claims in Class 3 (Pension Claims), Class 4 (Fuel Line Loan Claims),

Class 6 (National Reimbursement Claim), Class 7 (General Unsecured Claims), 

Class 8 (Vitol Claims), Class 9 (Assured Insured Interest Rate Swaps Claims), 

Class 11 (Eminent Domain/Inverse Condemnation Claims), and Class 12

(Federal Claims).

Beneficial Owners of Claims in Class 5 (National Insured Bond Claims) shall be entitled to receive 

an Election Notice and make an election with respect to the form of distribution pursuant to the 

Plan to the extent such elections are provided pursuant to the Plan. Beneficial Owners of Claims 

in Class 1 (Settling Bondholder and Settling Monoline Claims) that are insured by a Settling 

Monoline and Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) that are 

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insured by a Non-Settling Monoline, shall be entitled to receive a Notice of Non-Voting Status 

informing such Beneficial Owners that a Settling Monoline or Non-Settling Monoline, as 

applicable, shall be entitled to vote to approve or reject the Plan on account of such Claims.

F. The solicitation procedures established pursuant to this Order provide Settling 

Bondholders and Settling Monolines in Class 1 the right to vote to reject the Plan, notwithstanding 

such Settling Bondholders’ and Settling Monolines’ entry into a Monoline Settlement Agreement 

or Uninsured Bond Settlement Agreement, as applicable, prior to the commencement of the 

solicitation of votes to accept or reject the Plan, and, therefore, the solicitation of the Monoline 

Settlement Agreement or Uninsured Bond Settlement Agreement, as applicable, is not a 

solicitation of votes on the Plan. See Findings of Fact and Conclusions of Law in Connection with 

Confirmation of the Modified Eighth Amended Title III Joint Plan of Adjustment of the 

Commonwealth of Puerto Rico, the Employees Retirement System of the Government of the 

Commonwealth of Puerto Rico, and the Puerto Rico Public Buildings Authority [ECF No. 19812 

in Case No. 12-3283] at ¶¶ 141, 143.

G. Ballots need not be provided to the holders of Claims in Class 10 (Ordinary Course 

Customer Claims) and Class 13 (Convenience Claims), because the holders of these Claims are 

unimpaired pursuant to the Plan and are deemed to accept the Plan.

H. Ballots need not be provided to the holders of Claims in Class 14 (Section 510(b) 

Subordinated Claims), because such holders will receive no distributions pursuant to the Plan and 

are deemed to reject the Plan.

I. The period set forth below, during which the Debtor may solicit acceptances and 

rejections to the Plan and elections with respect to the form of distribution thereunder, is a 

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reasonable period of time for eligible holders of Claims to vote on the Plan or make elections 

regarding the form of distributions pursuant to the Plan. 

J. The procedures set forth below regarding notice to all parties in interest of (a) the 

time, date, and place of the hearing to consider confirmation of the Plan (the “Confirmation 

Hearing”), (b) the deadline for filing of objections or responses to (i) the proposed confirmation 

of, or proposed modifications to, the Plan, or (ii) the Proposed Confirmation Order (“Confirmation 

Objections”), and (c) the distribution and contents of the solicitation packages (the “Solicitation 

Packages”) provide a fair and equitable notice and voting process and comply with Bankruptcy 

Rules 2002, 3017, and 3018 and constitute sufficient notice to all interested parties of the Voting 

Record Date, the Voting Deadline, the Election Deadline, the Confirmation Objection Deadline, 

the Confirmation Hearing, and all related matters.

NOW, THEREFORE, IT IS HEREBY ORDERED AS FOLLOWS:

1. The Motion is granted as modified herein, and all other objections to the Motion 

and the Disclosure Statement are overruled.

2. The Disclosure Statement is approved in its entirety, and the Debtor may 

accordingly solicit acceptances and rejections of the Plan as set forth herein.

3. The forms of Ballots and Election Notice are approved.

4. The Creditors’ Committee’s recommendation letter, substantially in the form 

attached hereto as Schedule 7(a) (the “Creditors’ Committee Letter”),

5

and the Plan Summary 

5 The Creditors’ Committee shall provide the Oversight Board with finalized English and Spanish versions of the 

Creditors’ Committee Letter no later than two (2) business days after entry of this Order. 

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substantially in the form attached hereto as Schedule 7(b) (the “Plan Summary”)6is approved 

pursuant to section 1125 of the Bankruptcy Code.

Confirmation Procedures and Deadlines

5. The Confirmation Hearing will be held on July 17–21, 24, 26–28, 2023 at 9:30

a.m. (Atlantic Standard Time); provided, however, that the Confirmation Hearing may be 

continued from time to time without further notice other than through adjournments announced in 

open Court or as indicated in any notice of agenda of matters scheduled for hearing filed with the 

Court.

6. The Confirmation Hearing Notice setting forth the time, date, and place of the 

Confirmation Hearing, substantially in the form attached hereto as Schedule 2, is approved.

7. The Debtor shall cause the Balloting Agent to complete the mailing of the 

Confirmation Hearing Notice in accordance with the Bankruptcy Rules and Local Rules on or 

before five (5) business days after entry of this Order, or as soon as reasonably practicable 

thereafter.

8. The Debtor, through Kroll, shall publish the Confirmation Hearing Notice, on one 

occasion, in each of El Nuevo Dia in Spanish (primary circulation is in Puerto Rico), The San Juan 

Daily Star in English (primary circulation is in Puerto Rico), El Diario in Spanish (primary 

circulation is in New York), El Nuevo Herald in Spanish (primary circulation is Miami), The New 

York Times, The Bond Buyer, El Vocero in Spanish (primary circulation is in Puerto Rico), and 

Primera Hora in Spanish (primary circulation is in Puerto Rico) to the extent possible, during the 

week beginning on (1) April 17, 2023, (2) May 8, 2023, and (3) May 29, 2023, which notice is 

6 The Plan Summary is the same summary contained in Section II.B of the Disclosure Statement. The Plan Summary 

is subject in its entirety to all disclaimers and provisions of the Disclosure Statement. 

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hereby approved and constitutes adequate and sufficient notice and complies with Bankruptcy 

Rule 2002. To the extent any of the above publications are unable to publish or suspends 

publication during the time periods above, the Debtor is permitted to use reasonable best efforts to 

secure a similar alternative publisher without further order of the Court.

9. The Debtor, through Kroll, shall cause no less than ten (10) radio advertisements, 

to be aired to the extent possible during the periods from (i) April 17, 2023 up to and including 

April 21, 2023, (ii) May 8, 2023 up to and including May 12, 2023, and (iii) May 29, 2023 up to 

and including June 2, 2023 (for a total of thirty (30) radio advertisements), on (a) WMEG FM 

(contemporary hit radio) in Spanish and (b) WKAQ AM (Spanish language talk radio) in Spanish, 

informing listeners of (i) the approval of the Disclosure Statement and the scheduling to the 

Confirmation Hearing, (ii) the date by which Confirmation Objections must be filed and served, 

(iii) the Voting Deadline and Election Deadline, and (iv) an information hotline to receive certain 

additional information. To the extent any of the above radio stations are unable to broadcast or 

suspends broadcasting during the time period above, the Debtor is permitted to use reasonable best 

efforts to secure a similar alternative radio station, if feasible given the time required to produce a 

radio advertisement, without further order of the Court.

10. The Debtor shall file the Proposed Confirmation Order no later than 5:00 p.m. 

(Atlantic Standard Time) on May 31, 2023.

11. Any Confirmation Objections must:

a. be in writing, in English, and signed,

b. state the name, address, and nature of the Claim of the objecting or responding 

party, 

c. state with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the proposed 

Plan or proposed order confirming the Plan to resolve any such objection or 

response,

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d. be served so as to be actually received by 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: the Puerto Rico Electric Power Authority); and

e. be filed, together with proof of service, with the Court on the dockets of (i) In 

re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In 

re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS and served so 

that such objections and responses are actually received by no later than 5:00 

p.m. (Atlantic Standard Time) on June 7, 2023 (the “Confirmation Objection 

Deadline”).

12. Confirmation Objections that are not timely filed, served, and actually received in 

the manner set forth above shall not be considered and shall be deemed overruled.

13. Any objecting party that has not filed a timely Confirmation Objection will not be 

permitted to make an oral presentation at the Confirmation Hearing.

14. The Debtor and other parties in interest are authorized to file and serve no later than 

5:00 p.m. (Atlantic Standard Time) on June 21, 2023: (i) replies or an omnibus reply to any 

objections to the confirmation of the Plan; (ii) the Debtor’s memorandum of law in support of 

confirmation of the Plan; (iv) voting results tabulation; and (v) the Debtor’s proposed findings of 

fact and conclusions of law.

15. Any objection to the Debtor’s (i) voting results tabulation and/or (ii) proposed 

findings of fact and conclusions of law must:

a. be in writing, in English, and signed,

b. state the name, address, and nature of the Claim of the objecting or responding 

party, 

c. state with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in proposed 

findings of fact and conclusions of law to resolve any such objection or 

response,

d. be served so as to be actually received by 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: the Puerto Rico Electric Power Authority);

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e. be filed, together with proof of service, with the Court on the dockets of (i) In 

re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In 

re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS and served so 

that such objections and responses are actually received by no later than 5:00 

p.m. (Atlantic Standard Time) on June 28, 2023.

16. The Debtor and other parties in interest are authorized to file and serve no later than 

5:00 p.m. (Atlantic Standard Time) on July 5, 2023 replies or an omnibus reply to any objections 

to the Debtor’s (i) voting results tabulation and (ii) proposed findings of fact and conclusions of 

law.

Solicitation Procedures and Deadlines; Vote Tabulation

17. The record date for purposes of determining creditors entitled to vote on the Plan

(except Classes 1, 2, 4, and 5 (collectively, the “ATOP Classes”)7) or, in the case of the non-voting 

Classes, to receive the applicable Notice of Non-Voting Status, shall be February 28, 2023 (the 

“Voting Record Date”).

18. With respect to any transferred Claim (except for any Uninsured PREPA Revenue 

Bond Claims in Class 1 (Settling Bondholder and Settling Monoline Claims) and Class 2 (NonSettling Bondholder and Non-Settling Monoline Claims)), the transferee shall be entitled to receive 

a Solicitation Package and vote to accept or reject the Plan on account of the transferred Claim

only if: (a) all actions necessary to effect the transfer of the Claim pursuant to Bankruptcy Rule 

3001(e) have been completed by the Voting Record Date; or (b) the transferee files, no later than 

7 For the avoidance of doubt, because holders of Claims in the ATOP Classes must submit their vote and/or election 

through the Automated Tender Offer Platform (“ATOP”) at The Depository Trust Company (“DTC”), the Voting 

Record Date shall not apply to the ATOP Classes; provided, however, the Voting Record Date shall apply to (i) 

any PREPA Revenue Bonds formerly insured by Assured in the primary market, and the principal amount of which 

was paid by Assured on or after the original maturity date of such bonds (the “Assured Matured Bonds”) or (ii) 

any claim arising from PREPA Revenue Bonds for which voting through ATOP cannot be established (“ATOP 

Ineligible Bonds”), the holder as of the Voting Record Date of the (i) claims arising from the Assured Matured 

Bonds (including, without limitation, Assured) and (ii) claims arising from ATOP Ineligible Bonds shall not be 

required to tender such bonds through ATOP, and instead shall be provided with a ballot with which to vote such 

claims.

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the Voting Record Date, (i) the documentation required by Bankruptcy Rule 3001(e) to evidence 

the transfer, and (ii) a sworn statement of the transferor supporting the validity of the transfer. In 

the event a Claim is transferred after the transferor has completed, executed, and returned a Ballot, 

the transferee of such Claim shall be bound by any vote (and the consequences thereof) made on 

the Ballot by such transferor of such transferred Claim.

19. Cede & Company and DTC shall provide the Debtor within seven (7) Business 

Days of the date of this Order, or as soon as possible thereafter, a listing of the names and addresses 

of all Nominees that as of the Voting Record Date held, directly or indirectly, any of the securities

with respect to Classes 1, 2, 4, and 5.

20. The Debtor shall cause the Balloting Agent to complete the mailing of the

appropriate Solicitation Package by the date that is twenty-eight (28) days following entry of 

this Order, or as soon as reasonably practicable thereafter (the “Solicitation Mailing Date”) to 

all known holders (as of the Voting Record Date) of Claims in the following classes (collectively, 

the “Voting Classes”):

Class

Settling Bondholder and Settling Monoline 

Claims8 Class 1

Non-Settling Bondholder and Non-Settling 

Monoline Claims9 Class 2

Pension Claim10 Class 3

Fuel Line Loan Claims Class 4

National Insured Bond Claims11 Class 5

National Reimbursement Claim Class 6

General Unsecured Claims Class 7

8 Solicitation Packages shall be provided to Settling Bondholders and Settling Monolines in Class 1.

9 Solicitation Packages shall be provided to Beneficial Owners of PREPA Revenue Bonds that are not insured and 

Non-Settling Monolines in Class 2.

10 A Solicitation Package shall only be provided to the Puerto Rico Electric Power Authority Employee Retirement 

System (the “SREAEE” by its Spanish acronym) on account of the Pension Claim in Class 3.

11 A Solicitation Package shall only be provided to National on account of National Insured Bond Claims in Class 5.

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Class

Vitol Claims Class 8

Assured Insured Interest Rate Swaps Claims Class 9

Eminent Domain/Inverse Condemnation Claims Class 11

Federal Claims Class 12

21. The Debtor shall not be required to mail or cause to be mailed Solicitation Packages 

to any holders of Claims that are, as of the Voting Record Date, marked on the Title III register 

maintained by Kroll as subject to administrative reconciliation procedures pursuant to the Order 

(A) Authorizing Administrative Reconciliation of Claims, (B) Approving Additional Form of 

Notice, and (C) Granting Related Relief [Case No. 17-3283, ECF No. 12274] (“Administrative 

Reconciliation Order”), as such holders shall not be entitled to vote such Claims to accept or reject 

the Plan, unless such holder’s claim has been allowed pursuant to an order of the Court on or before 

the Voting Deadline;

12 provided, however, the Debtor shall complete, by no later than the 

Solicitation Mailing Date, the service of (i) the Confirmation Hearing Notice, and (ii) a Notice of 

Non-Voting Status to such holders of Claims. 

22. Solicitation Packages mailed to creditors holding Claims in the Voting Classes will 

contain, in English and Spanish translation: (i) the Confirmation Hearing Notice; (ii) a flash drive

(or otherwise in the Debtor’s discretion)13 containing this Disclosure Statement Order (without the 

exhibits hereto) and Disclosure Statement (together with all exhibits thereto, including the Plan);

(iii) the appropriate form of Ballot or Election Notice, if any, with instructions for voting and/or 

12 For the avoidance of doubt, holders of Claims transferred into the alternative dispute procedures pursuant to the 

Order (A) Authorizing Alternative Dispute Resolution Procedures, (B) Approving Additional Form of Notice, and 

(C) Granting Related Relief [ECF No. 12576 in Case No. 17-03283] will not be precluded from voting such Claims 

to accept or reject the Plan, except as otherwise provided in this Order.

13 For the avoidance of doubt, the Debtor reserves the right (in its sole discretion) to distribute the Disclosure 

Statement (together with all exhibits thereto) and the Disclosure Statement Order in paper format to a subset of 

voting creditors if it is determined to be the most effective method of serving such a population of prospective 

voters.

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making any applicable election, and, as applicable, a pre-addressed, pre-paid return envelope, and 

(iv) with respect to Class 7, the Creditors’ Committee Letter and Plan Summary.

23. If it is a Nominee’s (or Nominee’s agent’s) customary and accepted practice to 

(i) forward the solicitation information to (and collect votes from) Beneficial Owners by voter 

information form, email, telephone or other customary means of communications, as applicable,

or (ii) provide to Beneficial Owners an electronic link to the solicitation materials (including, but 

not limited to, the Disclosure Statement and Plan), the Nominee (or Nominee’s agent) may employ

that method of communication in lieu of sending the flash drive, paper Notice, and/or Solicitation 

Package, as applicable. In such instances, the Nominee (or Nominee’s agent) may return any 

excess or unused flash drives or paper copies to the Balloting Agent.

24. The Debtor is authorized, but not required, to distribute the Disclosure Statement 

(together with all exhibits thereto) and the Disclosure Statement Order to the Voting Classes in 

electronic format (flash drive); provided, however, the Confirmation Hearing Notice, Ballots, 

Election Notice, Creditors’ Committee Letter, and Plan Summary (each, as applicable) shall only 

be provided in paper format.

25. Upon receipt of a request for a paper copy of the Disclosure Statement, Plan, and/or 

Disclosure Statement Order, the Balloting Agent shall, within three (3) business days of receipt of

the request or as soon as reasonably practicable thereafter, deposit the requested documents with 

a postal or shipping service to deliver the requested documents.

26. On or before the Solicitation Mailing Date, the Debtor shall provide (i) complete 

Solicitation Packages (excluding Ballots) to:

a. the U.S. Trustee, 

b. counsel to AAFAF, 

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c. counsel to the Official Committee of Unsecured Creditors; Paul Hastings 

LLP, 200 Park Avenue, New York, NY 10166, Attn: Luc A. Despins, Esq. 

and G. Alexander Bongartz, Esq.

d. the Puerto Rico Energy Bureau;

and (ii) the Disclosure Statement Order (excluding the exhibits thereto) and the Confirmation 

Hearing Notice to the Debtor’s Bankruptcy Rule 2002 list as of the Voting Record Date.

27. The Debtor shall complete, by no later than the Solicitation Mailing Date, the 

service of (i) the Confirmation Hearing Notice, and (ii) a Notice of Non-Voting Status to all known 

holders (as of the Voting Record Date) or Beneficial Owners, as applicable, of Claims in the 

following Classes:

• Class 1 (Settling Bondholder and Settling Monoline Claims) – solely with 

respect to Beneficial Owners of PREPA Revenue Bonds insured by a Settling 

Monoline.

• Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) – solely 

with respect to Beneficial Owners of PREPA Revenue Bonds insured by a NonSettling Monoline.

• Class 10 (Ordinary Course Customer Claims)

• Class 13 (Convenience Claims)

• Class 14 (Section 510(b) Subordinated Claims)

28. The Debtor shall complete, by no later than the Solicitation Mailing Date, the 

service of (i) the Confirmation Hearing Notice, and (ii) a Notice of Non-Voting Status to all known 

holders of Claims for which the Debtor has served an objection or request for estimation as to a 

Claim as of the Solicitation Mailing Date.

29. The Debtor shall not be required to send Solicitation Packages to (i) any holder of 

an unimpaired Claim under the Plan or that is otherwise deemed to accept the Plan, (ii) any holder 

of a Claim in a Class deemed to reject the Plan, (iii) any party who holds a Claim, whether in the 

form of a filed proof of claim, or an amount listed on the list of creditors filed by the Debtor 

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pursuant to Sections 924 and 925 of the Bankruptcy Code (as amended or modified, the “List of 

Creditors”) in an amount of $0.00, (iv) any holder of a Claim to which the Debtor has served an 

objection or request for estimation, or that has been expunged by order of the Court, and (v) a 

creditor that has a Claim that has already been paid in full.

30. With respect to addresses from which notices of the Disclosure Statement hearing 

were returned as undeliverable by the United States Postal Service, the Debtor is excused from 

mailing Solicitation Packages or any other materials related to voting on or confirmation of the 

Plan to entities listed at such addresses. For purposes of serving the Solicitation Packages, the 

Debtor is authorized to rely on the address information for all Classes as compiled, updated, and 

maintained by the Balloting Agent as of the Voting Record Date. In addition, to the extent any 

Solicitation Packages are returned as undeliverable by the United States Postal Service (including 

Solicitation Packages from voting creditors), neither the Debtor nor the Balloting Agent are 

required to conduct additional research for updated addresses or to attempt to re-serve the 

Solicitation Packages on such parties.

31. The forms of Notice of Non-Voting Status (Schedule 4(a) – 4(e)) are hereby 

approved.

32. The Notices of Non-Voting Status are hereby deemed to satisfy the requirements 

of the Bankruptcy Code and the Bankruptcy Rules, and the Debtor shall not be required to 

distribute copies of the Plan, Disclosure Statement, and/or Disclosure Statement Order to any 

holder of a Claim in the following Classes, except as to parties who request, in writing, copies of 

such documents:

• Class 1 (Settling Bondholder and Settling Monoline Claims) – solely with 

respect to Beneficial Owners of PREPA Revenue Bonds insured by a Settling 

Monoline.

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• Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) – solely 

with respect to Beneficial Owners of PREPA Revenue Bonds insured by a NonSettling Monoline.

• Class 10 (Ordinary Course Customer Claims)

• Class 13 (Convenience Claims)

• Class 14 (Section 510(b) Subordinated Claims)

33. Each Ballot must be executed, completed, and delivered to the Balloting Agent 

(i) by U.S. first-class mail, in the return envelope provided with each Ballot (or otherwise by firstclass mail); (ii) by overnight courier; (iii) by hand delivery, or (iv) Kroll’s e-balloting platform 

(where permitted), so that executed and completed Ballots are received by Kroll, the Balloting 

Agent, by no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, unless such time 

is extended (the “Voting Deadline”). Holders of Claims in the ATOP Classes, other than (i) 

Monoline Insurers (or a Monoline Insurer’s transferee if the Monoline Insurer’s right to vote has 

been transferred in accordance with decretal paragraph 18), (ii) holders of claims arising from the 

Assured Matured Bonds, and (iii) holders of claims arising from ATOP Ineligible Bonds, must 

deliver their voting instructions to the Nominee according to the instructions in the applicable 

Notice in sufficient time for the Nominee to receive and effectuate the creditor’s vote through 

ATOP in accordance with the procedures of DTC by the Voting Deadline; provided, however, that 

any creditor who has executed, completed, and delivered through ATOP in accordance with the 

procedures of DTC its vote to accept or reject the Plan may revoke such vote and withdraw any 

securities that have been tendered with respect to a vote through ATOP in accordance with the 

procedures of DTC on or before the Voting Deadline.

14

14 The Debtor has established that it is necessary to conduct this solicitation of votes and election of distributions, as 

applicable, with respect to the ATOP Classes through the DTC ATOP platform due to the magnitude and 

complexity of effectuating distributions among holders of Claims in the ATOP Classes.

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34. An election of the form of distribution pursuant to the Plan must be executed, 

completed, and delivered to the Nominee in accordance with the instructions under the Election 

Notice so as to be effectuated through ATOP in accordance with the procedures of DTC by no 

later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, unless such time is extended (the 

“Election Deadline”); provided, however, that any election of the form of distribution pursuant to

the Plan executed, completed, and delivered through ATOP in accordance with the procedures of 

DTC on or before the Election Deadline shall be deemed to be made as of the Election Deadline; 

provided, further, that any creditor who has executed, completed, and delivered through ATOP in 

accordance with the procedures of DTC its election of the form of distribution pursuant to the Plan 

may revoke such election and withdraw any securities that have been tendered with respect to an 

election through ATOP in accordance with the procedures of DTC on or before the Election 

Deadline.

35. The Solicitation Agent shall use reasonable efforts to keep each of the following 

on-island ballot collection site listed below open for the full period between April 10, 2023 and 

June 7, 2023:

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

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Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

The Solicitation Agent may close any such on-island ballot collection sites (at its sole discretion), 

or as required by law, including, without limitation, local ordinances. To the extent any of the 

above locations are unavailable or are closed, the Debtor is permitted to use reasonable best efforts 

to secure an alternative location without further order of the Court. The Debtor shall make copies 

of the Disclosure Statement and Plan available at each on-island ballot collection site.

36. All securities that are tendered with respect to a vote to accept or reject the Plan 

shall be restricted from further trading or transfer until the filing of the voting results tabulation on 

or before June 21, 2023.

37. All securities that are tendered with respect to an election of distributions under the 

Plan shall be restricted from further trading or transfer through the Effective Date of the Plan to 

facilitate individualized distributions at the beneficial holder level to holders of such securities.

38. The Beneficial Owners of Settling Bondholder Claims and Settling Monolines 

holding Settling Monoline Claims in Class 1 (Settling Bondholder and Settling Monoline Claims) 

are entitled to cast a vote with respect to such Class. The Beneficial Owners of uninsured securities 

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giving rise of Claims in Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)

and the Non-Settling Monolines holding Non-Settling Monoline Claims in Class 2 (Non-Settling 

Bondholder and Non-Settling Monoline Claims) are entitled to cast a vote with respect to such 

Class. Only National will be entitled to cast a vote with respect to Class 5. With respect to any 

Claims in Classes 1, 2, and 5 arising from Insured PREPA Revenue Bonds owned by a Monoline 

Insurer, by subrogation or otherwise, if the respective Monoline Insurer transfers the right to vote 

such Claim prior to the Voting Record Date in accordance with decretal paragraph 18 above, then 

the transferee shall be entitled to receive a Solicitation Package and a form of Ballot in the 

transferee’s name.

39. PREPA Revenue Bond Claims in Class 1 (Settling Bondholder and Settling 

Monoline Claims) shall be deemed allowed in the aggregate amount of $[___]15 solely for purposes 

of voting to accept or reject the Plan. PREPA Revenue Bond Claims in Class 2 (Non-Settling 

Bondholder and Non-Settling Monoline Claims) shall be deemed allowed in the aggregate amount 

of $[___]16 solely for purposes of voting to accept or reject the Plan. For the avoidance of doubt, 

holders of PREPA Revenue Bond Claims in Class 1 (Settling Bondholder and Settling Monoline 

Claims) and Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) are not 

required to file a motion for an order pursuant to Bankruptcy Rule 3018(a) (a “3018(a) Motion”)

in order to vote to accept or reject the Plan. The allowance of PREPA Revenue Bond Claims in 

Classes 1 and 2 solely for purposes of voting to accept or reject the Plan pursuant to this decretal 

15 [Solely for purposes of voting on the Plan, to be determined after the Settlement Offer Deadline, but prior to the 

Disclosure Statement Hearing on February 28, 2023.]

16 [Solely for purposes of voting on the Plan, $8,476,517,345.39 less (i) aggregate PREPA Revenue Bond Claims 

held by Settling Bondholders and Settling Monolines, and (ii) National Insured Bond Claim ($836,145,928.13). 

To be determined after the Settlement Offer Deadline, but prior to the Disclosure Statement Hearing on February 

28, 2023.]

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paragraph 39 shall not prejudice any parties in connection with the Amended Lien & Recourse 

Challenge.

40. Solely for purposes of voting to accept or reject the Plan and not for the purpose of 

the allowance of, or distribution on account of, a Claim, and without prejudice to the rights of the 

Debtor in any other context, each Claim within a Class of Claims entitled to vote is temporarily 

allowed in an amount equal to the amount of such Claim as set forth in the claims register; 

provided:

a. If a Claim is deemed allowed under the Plan, such Claim is allowed for voting 

purposes in the deemed allowed amount set forth in the Plan;

b. If a Claim for which a proof of claim has been timely filed is wholly contingent, 

unliquidated, or disputed, undetermined, or unknown in amount, such Claim 

shall be temporarily allowed for voting purposes only, and not for purposes of 

allowance or distribution, at $1.00, and the Ballot mailed to the holder of such 

Claim shall be marked as voting at $1.00; unless such Claim is disputed as set 

forth in subparagraph “h” below;

c. If a proof of claim was timely filed in an amount that is liquidated, noncontingent, and undisputed, such Claim is temporarily allowed in the amount 

set forth on the proof of claim, unless such Claim is disputed as set forth in 

subparagraph “h” below;

d. If a Claim is listed on a timely filed proof of claim as contingent, unliquidated, 

or disputed in part, such Claim is temporarily allowed in the amount that is 

liquidated, non-contingent, and undisputed for voting purposes only, and not 

for purposes of allowance or distribution;

e. If a Claim has been estimated or otherwise allowed for voting purposes by order 

of the Court, such Claim is temporarily allowed in the amount so estimated or 

allowed by the Court for voting purposes only, and not for purposes of 

allowance or distribution;

f. If a Claim is listed in the List of Creditors as contingent, unliquidated, or 

disputed and a proof of claim was not (i) filed by the earlier of the applicable 

bar date for the filing of proofs of claim established by the Court or the Voting 

Record Date (as applicable); or (ii) deemed timely filed by an order of the Court 

prior to the Voting Record Date, such Claim shall not be entitled to vote to 

accept or reject the Plan;

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g. Proofs of claim filed for $0.00 or Claims that have been expunged by order of 

the Court are not entitled to vote;

h. If the Debtor has served an objection, request for estimation, or ACR transfer 

notice as to a Claim at least forty (40) days before the Voting Deadline, such 

Claim is temporarily disallowed for voting purposes only and not for purposes 

of allowance or distribution, except to the extent and in the manner as may be 

set forth in such objection, or as ordered by the Court before the Voting 

Deadline;17

i. If the Debtor has served an objection specifically seeking to reduce the amount 

of the Claim but otherwise allow it for voting purposes, such Claim is allowed 

for voting purposes only in the amount sought in the objection;

j. Any holders of Claims that are, as of the Voting Deadline, marked on the Title 

III register maintained by Kroll as subject to administrative reconciliation 

procedures pursuant to the Administrative Reconciliation Order shall not be 

entitled to vote such Claims to accept or reject the Plan;

k. For purposes of the numerosity requirement of Section 1126(c) of the 

Bankruptcy Code separate Claims held by a single creditor in a particular Class 

shall be aggregated based on the reasonable efforts of the Debtor and Balloting 

Agent as if such creditor held one Claim against the applicable Debtor in such 

Class, and the votes related to such Claims shall be treated as a single vote to 

accept or reject the Plan;

l. Notwithstanding anything to the contrary contained herein, any creditor who 

has filed or purchased duplicate Claims within the same Voting Class may be 

provided with only one Solicitation Package and one Ballot for voting a single 

Claim in such Class, regardless of whether the Debtor has objected to such 

duplicate Claims;

m. If a proof of claim has been amended by a later filed proof of claim filed on or 

before the Voting Record Date, only the later filed amending Claim will be 

entitled to vote, regardless of whether the Debtor has objected to such earlier 

filed Claim;

n. Notwithstanding anything contained herein to the contrary, the Balloting Agent, 

in its discretion, may (but is not required to) contact voters to cure any defects 

in the Ballots and is authorized to so cure any defects;

o. There shall be a rebuttable presumption that any claimant who submits a 

properly completed, superseding Ballot, or withdraws a Ballot on or before the 

17 For the avoidance of doubt, Paragraph 40(h) of this Order shall not apply to any Claim that is Allowed pursuant to 

the Plan.

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Voting Deadline has sufficient cause, within the meaning of Bankruptcy Rule 

3018(a), to change or withdraw such claimant’s acceptance or rejection of the 

Plan, such that the earlier submitted Ballot shall be deemed superseded or 

withdrawn, as applicable; and

p. Any Class that contains claims entitled to vote but no votes are returned for 

such Class shall be deemed to have accepted the Plan.

41. The following additional procedures shall apply with respect to tabulating votes in 

the ATOP Classes:

a. For the purposes of tabulating votes, (i) each Beneficial Owner entitled to vote 

securities held through DTC shall be deemed to have voted only the principal 

amount of its public securities as submitted through and reflected in ATOP; (ii) 

each Monoline Insurer, shall be deemed to have voted only the principal amount 

of the PREPA Revenue Bonds insured by such Monoline Insurer as submitted 

through and reflected on the form of Ballot; (iii) each holder (including, if 

applicable, Assured) of claims arising from any PREPA Revenue Bonds 

formerly insured by Assured in the primary market the principal amount of 

which was paid by Assured on or after the original maturity date shall be 

deemed to have voted only the principal amount of such claims as reflected on 

the form of Ballot; and (iv) each holder of claims arising from ATOP Ineligible 

Bonds shall be deemed to have voted only the principal amount of such claims 

as reflected on the form of Ballot. Any principal amounts thus voted in 

accordance with clauses (i), (ii), (iii), or (iv) above may be thereafter adjusted 

by the Balloting Agent, on a proportionate basis with a view to the amount of 

securities actually voted, to reflect the corresponding claim amount with respect 

to the securities thus voted, including any accrued but unpaid prepetition 

interest or accreted principal, as applicable.

b. If conflicting votes or “over-votes” are submitted by a Nominee, the Balloting 

Agent shall use reasonable efforts to reconcile discrepancies with the Nominee.

42. If any claimant seeks to challenge the allowance or disallowance of its Claim for 

voting purposes in accordance with the above procedures, such claimant shall serve upon counsel 

for the Debtor, counsel for AAFAF, and counsel for the Official Committee of Unsecured 

Creditors, and file with the Court (with a copy to Chambers) a 3018(a) Motion temporarily 

allowing such Claim in a different amount for purposes of voting to accept or reject the Plan, on 

or before the tenth (10th) day after the later of (i) service of the Confirmation Hearing Notice, and 

(ii) service of notice of an objection or request for estimation, if any, as to such Claim; provided, 

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however, that, as to any claimant filing a 3018(a) Motion, such claimant’s Ballot shall not be 

counted unless temporarily allowed by an order entered by the Court prior to the Voting Deadline.

43. The form of Rule 3018(a) Motion attached hereto as Schedule 6 is approved, and 

the Debtor shall make available the form of Rule 3018(a) Motion on the Balloting Agent’s website.

44. Each creditor that votes to accept or reject the Plan is deemed to have voted the full 

amount of its Claim therefor.

45. If a creditor casts more than one Ballot voting the same Claim(s) or submits more 

than one election with respect to the same Claim(s) before the Voting Deadline or Election 

Deadline, as applicable, the last Ballot received or election made before the Voting Deadline or 

Election Deadline, as applicable, is hereby deemed to reflect such creditor’s intent or election, as 

applicable, and, thus, to supersede any prior Ballot(s) or elections made, as applicable.

46. If a creditor in Class 5 (A) fails to timely and validly elect the National NonCommutation Treatment, or (B) submits an election for less than all of its National Insured Bond 

Claims (in which case, such election shall be void and of no force and effect), then such creditor 

shall be deemed to have elected to receive the National Commutation Treatment pursuant to 

Section 20.A of the Plan.

47. Any entity that holds a Claim in more than one Class that is entitled to vote must 

use separate Ballots for each such Claim; provided, however, that creditors must vote all of their 

Claims within a particular Class under the Plan either to accept or reject the Plan and may not split 

their vote(s), and thus, neither a Ballot that partially rejects and partially accepts the Plan, nor 

multiple Ballots casting conflicting votes in respect of the same Class under the Plan shall be 

counted.

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48. The following types of Ballots shall not be counted in determining whether the Plan

has been accepted or rejected: (i) any Ballot or vote through ATOP received after the Voting 

Deadline, unless the Debtor has granted an extension with respect thereto; (ii) any Ballot that is 

illegible or contains insufficient information to permit the identification of the claimant; (iii) any 

Ballot cast by a person or entity that does not hold a Claim in a Class entitled to vote to accept or 

reject the Plan; (iv) any unsigned Ballot; (v) any Ballot transmitted to the Balloting Agent by 

facsimile, electronic mail, or other means not specifically approved herein; (vi) any Ballot that is 

properly completed, executed, and timely returned to the Balloting Agent, but does not indicate 

either an acceptance or rejection of the Plan; (vii) any Ballot that is properly completed, executed, 

and timely returned to the Balloting Agent, but indicates both an acceptance and rejection of the 

Plan shall be counted as an acceptance of the Plan; and (viii) any Ballot without an original 

signature; provided, however, that any Ballot cast via the Balloting Agent’s E-Ballot platform or 

the ATOP system shall be deemed to contain an original signature.18

49. Except as otherwise set forth herein, and subject to the entry of an order of the 

Court, the Debtor may waive any defects or irregularities as to any particular Ballot at any time, 

either before or after the Voting Deadline, and any such waivers shall be documented (a) by an 

attorney’s certification stating the terms, if any, associated with any such waiver, and (b) in the 

voting results tabulation prepared by the Ballot Agent.

50. The voting results tabulation prepared by the Ballot Agent shall include an 

explanation or the calculations regarding any changes to voting amounts in the ATOP Classes. 

18 The Balloting Agent is required to retain all paper copies of Ballots and all solicitation-related correspondence for 

one (1) year following the Effective Date, whereupon, the Balloting Agent is authorized to destroy and/or otherwise 

dispose of all paper copies of Ballots; printed solicitation materials including unused copies of the Solicitation 

Package; and all solicitation-related correspondence (including undeliverable mail), in each case unless otherwise 

directed by the Debtors or the Clerk of the Court in writing within such one (1) year period.

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Miscellaneous

51. In accordance with the modification provisions of the Plan and Local Rule 3016-2, 

the Debtor is authorized to make non-substantive changes to the Disclosure Statement, the Plan, 

the Ballots, the Election Notice, the Notices of Non-Voting Status, and related documents without 

further order of the Court, including, without limitation, changes to correct typographical and 

grammatical errors, and to make conforming changes among the Disclosure Statement, the Plan, 

and any other materials in the Solicitation Packages as may be necessary, prior to mailing.

52. All notices to be provided pursuant to the procedures set forth herein are deemed 

good and sufficient notice to all parties in interest of all matters pertinent hereto and of all matters 

pertinent to the Confirmation Hearing and no other or further notice need be provided.

53. The terms and conditions of this Order shall be immediately effective and 

enforceable upon its entry.

54. The Court shall retain jurisdiction with respect to all matters arising from or relating 

to the interpretation or implementation of this Order, including, without limitation, disputes with 

respect to the validity of an election of the form of distributions to be made pursuant to the Plan.

55. This Order resolves Docket Entry No. [___] in Case No. 17-3283, and Docket Entry 

No. [___] in Case No. 17-4780.

Dated: , 2023

San Juan, Puerto Rico 

Laura Taylor Swain

United States District Court Judge

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Schedule 1

Disclosure Statement1

1

In the interest of economy, a hard copy of the Disclosure Statement will not be included as a schedule to the 

Disclosure Statement Order. A copy of the Disclosure Statement was filed on February 9, 2023, and is available 

on the Court’s docket, as well as on the website of the Debtor’s Balloting Agent, Kroll Restructuring 

Administration LLC (f/k/a Prime Clerk LLC) (“Kroll”), at https://cases.ra.kroll.com/puertorico/. A flash drive 

containing the Disclosure Statement and all exhibits thereto will be included in the Solicitation Packages. Hard 

copies of the Disclosure Statement are available on request by contacting Kroll by telephone at (844) 822-9231 

(toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. 

(Atlantic Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com. Please do not direct 

any inquiries to the Court.

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Schedule 2

Confirmation Hearing Notice

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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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF (I) APPROVAL OF DISCLOSURE

STATEMENT, (II) ESTABLISHMENT OF RECORD DATES,

(III) HEARING ON CONFIRMATION OF THE PLAN OF ADJUSTMENT 

AND PROCEDURES FOR OBJECTION TO CONFIRMATION OF THE PLAN OF 

ADJUSTMENT, (IV) PROCEDURES AND DEADLINE FOR VOTING ON THE PLAN

OF ADJUSTMENT AND MAKING CERTAIN ELECTIONS THEREUNDER 

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 (“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-BK3567-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).

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2

If you are entitled to vote on or make an election with respect to distributions pursuant to the Plan, you will 

receive a separate Solicitation Package (as defined below) on a future date.

DEADLINE TO FILE DISCOVERY NOTICE: 5:00 p.m. (Atlantic Standard Time) on March 29, 2023

VOTING AND ELECTION DEADLINE: 5:00 p.m. (Atlantic Standard Time) on June 7, 2023

OBJECTION DEADLINE: 5:00 p.m. (Atlantic Standard Time) on June 7, 2023

CONFIRMATION HEARING: July 17–21, 24, 26–28, 2023 at 9:30 a.m. (Atlantic Standard Time)

See below for additional deadlines.

If you have any questions regarding this notice, please contact Kroll Restructuring Administration LLC (“Kroll”)2

by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international callers), 

available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish available), or by email at 

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line).

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. Approval of Disclosure Statement. By order, dated [●], 2023 (the “Disclosure 

Statement Order”), the United States District Court for the District of Puerto Rico (the “Court”) 

approved the adequacy of the information contained in the Modified Disclosure Statement for the 

First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated 

February 21, 2023 (as the same may be updated, supplemented, amended and/or otherwise 

modified from time to time, including all exhibits and attachments thereto, the “Disclosure 

Statement”), filed by the Financial Oversight and Management Board on behalf of the Debtor, and 

authorized the Debtor to solicit votes with respect to the acceptance or rejection of the First 

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated February 

9, 2023 (as the same may be updated, supplemented, amended and/or otherwise modified from 

time to time, the “Plan”),3attached as Exhibit A to the Disclosure Statement. 

You may obtain a hard copy of the Plan and Disclosure Statement, including Spanish 

translations thereof, free of charge, by contacting the Balloting Agent, Kroll Restructuring 

Administration LLC (f/k/a Prime Clerk LLC):

Telephone (10:00 a.m. to 7:00 p.m. (AST)) (Spanish available): 

2 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

3 All capitalized terms used but not otherwise defined shall have the meanings given to such terms in the Plan.

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(844) 822-9231 (toll free for U.S. and Puerto Rico)

(646) 486-7944 (for international callers)

Email: puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line)

Alternatively, electronic copies of the Disclosure Statement and Plan are available, free of 

charge, by visiting https://cases.ra.kroll.com/puertorico/.

2. Pursuant to the Disclosure Statement Order, the Debtor will mail materials needed 

for voting on the Plan (the “Solicitation Package”) to holders with Claims in the following Classes 

(collectively, the “Voting Classes”): 

Class

Settling Bondholder and Settling Monoline 

Claims Class 1

Non-Settling Bondholder and Non-Settling 

Monoline Claims Class 2

Pension Claim Class 3

Fuel Line Loan Claims Class 4

National Insured Bond Claims Class 5

National Reimbursement Claim Class 6

General Unsecured Claims Class 7

Vitol Claims Class 8

Assured Insured Interest Rate Swaps Claims Class 9

Eminent Domain/Inverse Condemnation Claims Class 11

Federal Claims Class 12

3. Confirmation Hearing. A hearing to consider confirmation of the Plan (the 

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States 

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente 

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

4. The Confirmation Hearing may be continued from time to time by the Court or the 

Oversight Board, without further notice or through adjournments announced in open court or as 

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4

indicated in any notice of agenda of matters scheduled for hearing filed with the Court, and the 

Plan may be modified, if necessary, prior to, during, or as a result of the Confirmation Hearing, in 

accordance with the modification provisions of the Plan and Local Rule 3016-2, without further 

notice to interested parties.

5. Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

6. Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

of the proposed Plan and the proposed confirmation order4(the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order 

prior to the Confirmation Objection Deadline will be prohibited from making an oral presentation 

before the Court at the Confirmation Hearing.

7. Objections and Responses to Confirmation. Objections and responses to 

confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or responding 

party;

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing 

Atlantic Time).

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i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection 

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard 

Time)), and 

e. 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 Electric Power Authority) so as to be received on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

8. Participation in Confirmation Discovery. If you wish to participate in discovery 

in connection with confirmation of the Plan, you must file a notice of your intention to participate 

in discovery (a “Discovery Notice”), a form of which is available at 

https://cases.ra.kroll.com/puertorico/. If you file your Discovery Notice on or before March 29, 

2023, you may be granted access to documents in the Plan Depository, where information and 

documents concerning the Plan are kept, and will also be able to serve your own discovery 

requests. If you file your Discovery Notice after March 29, 2023, but on or before April 24, 

2023, you may be granted access to documents in the Plan Depository. Please note that access to 

the information in the Plan Depository may also require complying with the Debtor’s access 

requirements.

9. You must submit the Discovery Notice in the form provided on the Title III Case 

website above, which must:

a. Be in writing, in English, and be signed;

b. State your name, address, the nature of your Claim, and your Claim number;

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c. State your intention to participate in discovery in connection with confirmation 

of the Plan; and

d. Be filed electronically with the Court on the docket using the CM/ECF docket 

event Notice of Intent to Participate in Discovery for Plan Confirmation, in (i) 

In re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) 

In re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the 

Court’s case filing system on or before the applicable deadline.

i. If you are not represented by counsel, you may instead mail your 

Discovery Notice to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150

San Juan, P.R. 00918-1767

so as to be received on or before the applicable deadline.

10. You must timely file a Discovery Notice to participate in discovery in 

connection with confirmation of the Plan. Failure to timely file a Discovery Notice, however, 

will not preclude you from filing an objection to confirmation of the Plan on or before the 

Confirmation Objection Deadline, but will preclude you from being able to view documents in the 

Plan Depository, and from taking discovery.

11. Discovery Timetable and Deadlines. The Court has established the following 

discovery dates and deadlines, which are applicable to the Debtor and to other parties in interest 

who have timely filed a Discovery Notice and are eligible to participate in discovery:5

Summary of Discovery and Confirmation Deadlines

Date of Entry of 

Confirmation 

Discovery 

Procedures Order

Conversion of Disclosure Statement depository to Plan Depository

Five Business Days 

After Entry of DS 

Approval Order

Deadline for Confirmation Hearing Notice to be served.

5 All of the dates and procedures set forth in this notice are subject to change by further Court order.

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Ten Days After 

Entry of 

Confirmation 

Discovery 

Procedures Order

Deadline for the Debtor to upload all documents to the Plan Depository

Deadline for the Debtor to file a preliminary fact witness list and topics 

about which each witness will testify (“Debtor’s Preliminary Fact 

Witness List”). 

March 29, 2023

Deadline for parties in interest to file a “Notice of Intent to Participate in 

Discovery,” (hereafter, a “Discovery Notice”). Only parties in interest

who file a timely Discovery Notice can propound discovery, but failure 

to do so does not preclude a party from objecting to confirmation of the 

Plan. 

28 Days After Entry 

of DS Approval 

Order

Deadline for Debtor to complete mailing of solicitation materials.

April 3, 2023

Deadline for all parties to serve requests for production of nondepository documents (“Production Requests”). Parties in interest may 

serve Production Requests only following their filing of a timely 

Discovery Notice. 

Parties may serve up to one additional round of Production Requests, 

provided that they are served on or before April 14, 2023.

Responses and objections to any Production Requests shall be served 

within seven (7) days of service of such Production Requests.

Deadline for parties in interest to file a preliminary fact witness list and 

topics about which each witness is expected to testify (a “Party in 

Interest’s Preliminary Fact Witness List,” and together with the Debtor’s 

Preliminary Fact Witness List, the “Preliminary Fact Witness Lists”). 

Deadline for all parties to file opening expert disclosures (“Opening 

Expert Disclosures”). 

Deadline for all parties to serve up to fifteen (15) interrogatories 

(“Interrogatories”), including subparts. Responses and objections to 

such Interrogatories shall be served within ten (10) days of service of 

such Interrogatories. 

April 14, 2023

Deadline for all parties to file opening expert reports (“Opening Expert 

Reports”). 

Deadline for all parties to serve initial notices of deposition, topics and 

requested times for depositions (“Initial Notices of Deposition”) (all 

depositions are limited to a seven (7)-hour time limit). Subsequent 

notices are allowed provided discovery is completed by the Fact 

Discovery Deadline or Expert Discovery Deadline, as applicable. 

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Deadline for parties who have served a Production Request on or 

before April 3, 2023 to serve up to one additional round of Production 

Requests.

Responses and objections to any Production Requests shall be served 

within seven (7) days of service of such Production Requests.

April 17, 2023 Deadline for all parties to file rebuttal expert disclosures (“Rebuttal 

Expert Witness Disclosures”).

April 21, 2023

Deadline for all parties to serve requests for admission, limited to 

authentication of documents (“Admission Requests”). Responses and 

objections to such Admission Requests shall be served within four (4) 

business days of service of such Admission Requests. 

Deadline for Completion of fact discovery (the “Fact Discovery 

Deadline”). 

April 24, 2023

Deadline for all parties to file rebuttal expert reports (“Rebuttal Expert 

Reports”).

Deadline for parties in interest who solely want access to documents in 

the Plan Depository to file a Discovery Notice.

April 28, 2023

Deadline for all parties to file Daubert motions and motions in limine.

Deadline for completion of expert discovery (the “Expert Discovery 

Deadline”).

May 5, 2023 Deadline for all parties to file oppositions to Daubert motions and 

motions in limine.

May 12, 2023

Deadline for all parties to file replies in support of Daubert motions and 

motions in limine.

Deadline for all parties to file finalized witness lists, exhibit lists, and 

deposition designations.

May 17, 2023 Deadline for all parties to file counter-designations, objections to 

deposition designations, or objections to exhibit lists. 

May 24, 2023 Deadline for all parties to file objections to counter designations.

May 31, 2023 Deadline for the Debtor to file initial proposed confirmation order (the 

“Proposed Confirmation Order”). 

June 7, 2023 Voting Deadline & Election Deadline

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June 7, 2023

Deadline for parties in interest to file:

• Objections to confirmation of the Plan (“Plan Objections”).

• Objections to Proposed Confirmation Order.

June 21, 2023

Deadline for Debtor to file:

• Memorandum of law in support of confirmation.

• Omnibus reply to Plan Objections and objections to the Proposed 

Confirmation Order.

• Witness Declarations.

• Vote Tabulation.

• Initial proposed findings of fact and conclusions of law 

(“Proposed Findings of Fact and Conclusions of Law”).

Deadline for non-Debtor parties to file witness declarations

June 28, 2023

Deadline for parties in interest to file objections to the (i) Vote 

Tabulation and/or (ii) Proposed Findings of Fact and Conclusions of 

Law.

July 5, 2023 Deadline for Debtor to reply to objections to the (i) the Vote Tabulation 

and (ii) Proposed Findings of Fact and Conclusions of Law. 

Week of July 10, 

2023

(or a date 

convenient for the 

court)

[Virtual] hearing on motions in limine / pre-trial conference.

July 17–21, 24–28, 

2023 Confirmation Hearing

12. Voting Record Date. The voting record date is February 28, 2023 (the “Voting 

Record Date”), which is the date for determining which holders of Claims in Voting Classes 

(except Classes 1, 2, 4, and 5 (collectively, the “ATOP Classes”)6) are entitled to vote on the Plan. 

6 For the avoidance of doubt, because holders of Claims in the ATOP Classes must submit their vote and/or election 

through DTC’s Automated Tender Offer Platform, the Voting Record Date shall not apply to the ATOP Classes; 

provided, however, the Voting Record Date shall apply to any PREPA Revenue Bonds formerly insured by 

Assured in the primary market, and the principal amount of which was paid by Assured on or after the original 

maturity date of such bonds, the holder as of the Voting Record Date of the claims arising from such bonds 

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Therefore, only those creditors in a Class entitled to vote on the Plan and holding Claims against 

the Debtor (except in the ATOP Classes) as of the Voting Record Date are entitled to vote on the 

Plan.

13. Voting Deadline. The deadline for voting on the Plan is June 7, 2023, at 5:00 p.m. 

(Atlantic Standard Time), unless such time is extended (the “Voting Deadline”). You are not

required to vote on the Plan to receive distributions pursuant to the terms of the Plan, if 

confirmed by the Court, and provided you hold an Allowed Claim. However, if you are a Settling 

Bondholder, Settling Monoline, or National receiving the treatment provided to holders of 

Claims in Class 1, Class 5, or Class 9, you should review your Uninsured Bond Settlement 

Agreement, Monoline Settlement Agreement, or National PSA, as applicable, prior to voting or 

abstaining from voting on the Plan, and how it may affect your right to receive distributions.

14. If you received a Solicitation Package, including a Ballot or Notice and intend to 

vote on the Plan, you must: (a) follow the instructions carefully; (b) complete all of the required 

information on the Ballot (as applicable); and (c) either (i) execute and return your completed 

Ballot according to and as set forth in detail in the voting instructions included in the Solicitation 

Package so that your Ballot is actually received by the Debtor’s solicitation agent, Kroll 

Restructuring Administration LLC (“Kroll” or the “Balloting Agent”)7on or before the Voting 

Deadline, or (ii) instruct your broker or nominee (each, a “Nominee”) to electronically deliver your 

bonds via the Automated Tender Offer Program (“ATOP”) at The Depository Trust Company 

(“DTC”) in accordance with your desire to vote to accept or reject the Plan on or before the Voting 

Deadline. Failure to follow such instructions may disqualify your vote.

(including, without limitation, Assured) shall not be required to tender such bonds through ATOP, and instead 

shall be provided with a ballot with which to vote such claims.

7

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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15. Election Deadline. The deadline for holders of Claims in Class 5 that have the 

right to make an election of the form of distributions pursuant to the Plan to make such election is 

on June 7, 2023, at 5:00 p.m. (Atlantic Standard Time), unless such time is extended (the 

“Election Deadline”). If you received an Election Notice with an option to make an election, you 

must: (a) follow the instructions carefully; and (b) deliver all of the required information according 

to and as set forth in detail in the election instructions so that it is received by your Nominee in 

sufficient time for your Nominee to actually effectuate your election through DTC’s ATOP on or 

before the Election Deadline.

16. Parties in Interest Not Entitled to Vote. Creditors in Class 14 (Section 510(b) 

Subordinated Claims) are deemed to reject the Plan and not entitled to vote.

17. Creditors in Class 10 (Ordinary Course Customer Claims) and Class 13

(Convenience Claims) are deemed to accept the Plan and not entitled to vote.

18. If a Claim is listed on the Debtor’s list of creditors [Case No. 17-4780, ECF No.

262] as contingent, unliquidated, or disputed and a proof of claim was not (i) filed by the earlier 

of the applicable bar date for the filing of proofs of claim established by the Court or the Voting 

Record Date (as applicable); or (ii) deemed timely filed by an order of the Court prior to the Voting 

Deadline, such Claim shall not be entitled to vote to accept or reject the Plan. Proofs of claim filed 

for $0.00 or Claims that have been expunged by order of the Court are also not entitled to vote.

19. If you have timely filed a proof of claim and disagree with the Debtor’s 

classification of, objection to, or request for estimation of your Claim and believe you should be 

entitled to vote on the Plan, you must serve the Debtor and the parties listed in paragraph 42 of the 

Disclosure Statement Order and file with the Court (with a copy to Chambers) a motion (a “Rule 

3018(a) Motion”) for an order pursuant to Rule 3018 of the Federal Rules of Bankruptcy Procedure 

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(the “Bankruptcy Rules”) temporarily allowing your Claim in a different amount or in a different 

Class for purposes of voting to accept or reject the Plan. All Rule 3018(a) Motions must be filed 

on or before the tenth (10th) day after the later of (i) service of this Confirmation Hearing Notice 

and (ii) service of notice of an objection or request for estimation, if any, as to such Claim. In 

accordance with Bankruptcy Rule 3018(a), as to any to any creditor filing a Rule 3018(a) Motion, 

such creditor’s Ballot will not be counted except as may be otherwise ordered by the Court prior 

to the Voting Deadline (June 7, 2023, at 5:00 p.m. (Atlantic Standard Time), which 

corresponds to 5:00 p.m. prevailing Eastern Time). Creditors may contact the Balloting Agent 

(i) via first class mail or via overnight courier, at Puerto Rico Ballot Processing, C/O Kroll 

Restructuring Administration LLC (f/k/a Prime Clerk LLC), 850 Third Avenue, Suite 412, 

Brooklyn, NY 11232, (ii) by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or 

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard 

Time) (Spanish available), or (iii) by email at puertoricoinfo@ra.kroll.com (with ‘PREPA 

Solicitation’ in the subject line), to receive an appropriate Ballot for any Claim for which a proof 

of claim has been timely filed and a Rule 3018(a) Motion has been granted. Rule 3018(a) Motions 

that are not timely filed and served in the manner set forth herein shall not be considered.

20. If you wish to have your Claim temporarily allowed for voting purposes pursuant 

to Bankruptcy Rule 3018(a), a form of Rule 3018(a) motion together with instructions for filing 

and serving the motion is available at https://cases.ra.kroll.com/puertorico/.

21. Parties Who Will Not Be Treated as Creditors. Any holder of a Claim that (i) is 

scheduled in the List of Creditors at $0.00 and is not the subject of a timely filed proof of Claim 

or a proof of claim deemed timely filed with the Court pursuant to either the Bankruptcy Code or 

any order of the Court, or otherwise deemed timely filed under applicable law, or (ii) is not 

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scheduled and is not the subject of a timely filed proof of claim or a proof of claim deemed timely 

filed with the Court pursuant to either the Bankruptcy Code or any order of the Court, or otherwise 

deemed timely filed under applicable law, shall not be treated as a creditor with respect to such 

Claim for purposes of (a) receiving notices regarding the Plan, and (b) voting on the Plan.

22. Additional Information. Any party in interest wishing to obtain information about 

the solicitation procedures or copies of the Disclosure Statement or the Plan, including Spanish 

translations thereof, should contact the Balloting Agent, Kroll Restructuring Administration LLC, 

by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for 

international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish 

available), or by email at puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject 

line), or may view such documents by accessing either https://cases.ra.kroll.com/puertorico/ or the 

Court’s website, https://www.prd.uscourts.gov/. Please note that a Public Access to Court 

Electronic Records (“PACER”) (http://www.pacer.psc.uscourts.gov) password and login are 

needed to access documents on the Court’s website.

23. Bankruptcy Rules 2002(c)(3) and 3016(c)). In accordance with Bankruptcy 

Rules 2002(c)(3) and 3016(c), set forth below are the release, exculpation, and injunction 

provisions contained in the Plan:

Section 27(A) – Discharge and Release of Claims and Causes of Action:

1. Complete Satisfaction, Discharge, and Release

Except as expressly provided in the Plan or the Confirmation Order, all distributions and 

rights afforded under the Plan shall be, and shall be deemed to be, in exchange for, and in complete 

satisfaction, settlement, discharge, and release of, all Claims or Causes of Action against PREPA 

and Reorganized PREPA that arose, in whole or in part, prior to the Effective Date, relating to the 

Title III Case, the Debtor or Reorganized Debtor or any of their respective Assets, property, or 

interests of any nature whatsoever, including any interest accrued on such Claims from and after 

the Petition Date, and regardless of whether any property will have been distributed or retained 

pursuant to the Plan on account of such Claims or Causes of Action. Upon the Effective Date, the 

Debtor and Reorganized Debtor shall be deemed discharged and released from any and all Claims, 

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Causes of Action, and any other Debts that arose, in whole or in part, prior to the Effective Date 

(including prior to the Petition Date), and all Debts of the kind specified in Bankruptcy Code 

sections 502(g), 502(h), or 502(i), whether or not (a) a Proof of Claim based upon such Debt is 

filed or deemed filed under Bankruptcy Code section 501, (b) a Claim based upon such Debt is 

allowed under Bankruptcy Code section 502 (or is otherwise resolved), or (c) the Holder of a Claim 

based upon such Debt voted to accept the Plan; provided, for the avoidance of doubt, this Article 

XXVII.A.1 does not extend to or include any claims, rights, or defenses (whether ordinary or 

affirmative) of the Vitol Parties related to the Vitol-SCC AP preserved pursuant to the Vitol 

Settlement Agreement, and the Vitol Parties are not releasing and instead is expressly preserving, 

all of its claims, rights, or defenses related to the Vitol-SCC AP as provided in the Vitol Settlement 

Agreement.

2. Preclusion from Assertion of Claims Against the Debtor

All Entities shall be precluded from asserting any and all Claims or other obligations, suits, 

judgments, damages, Debts, rights, remedies, Causes of Action, or liabilities, of any nature 

whatsoever, including any interest accrued on such Claims from and after the Petition Date, against 

the Debtor and Reorganized Debtor and each of their respective Assets, property and rights, 

relating to the Title III Case, regardless of whether any property will have been distributed or 

retained pursuant to the Plan on account of such Claims or other obligations, suits, judgments, 

damages, Debts, rights, remedies, Causes of Action, or liabilities. In accordance with the 

foregoing, except as expressly provided in the Plan or the Confirmation Order, the Confirmation 

Order shall constitute a judicial determination, as of the Effective Date, of the discharge and release 

of all such Claims, Causes of Action, or Debt of or against the Debtor and the Reorganized Debtor 

pursuant to Bankruptcy Code sections 524 and 944, applicable to the Title III Case pursuant to 

PROMESA section 301, and such discharge shall void and extinguish any judgment obtained 

against the Debtor or Reorganized Debtor and their respective Assets, and property at any time, to 

the extent such judgment is related to a discharged Claim, Debt, or liability. As of the Effective 

Date, and in consideration for the value provided under the Plan, each Holder of a Claim in any 

Class under this Plan shall be and hereby is deemed to release and forever waive and discharge as 

against the Debtor and Reorganized Debtor, and their respective Assets and property and all such 

Claims; provided, for the avoidance of doubt, this Article XXVII.A.2 does not extend to or include 

any claims, rights, or defenses (whether ordinary or affirmative) of the Vitol Parties related to the 

Vitol-SCC AP preserved pursuant to the Vitol Settlement Agreement, and the Vitol Parties are is 

not releasing and instead is expressly preserving, all of its claims, rights, or defenses related to the 

Vitol-SCC AP as provided in the Vitol Settlement Agreement.

3. Injunction Related to Discharge of Claims

Except as otherwise expressly provided in this Article XXVII of the Plan, the Confirmation 

Order or such other Final Order of the Title III Court that may be applicable, all Entities who have 

held, hold, or may hold Claims or any other Debt or liability that is discharged or released pursuant 

to Article XXVII hereof or who have held, hold, or may hold Claims or any other Debt or liability 

that is discharged or released pursuant to Article XXVII hereof are permanently enjoined, from 

and after the Effective Date, from (a) commencing or continuing, directly or indirectly, in any 

manner, any action or other proceeding (including, without limitation, any judicial, arbitral, 

administrative, or other proceeding) of any kind on any such Claim or other Debt or liability that 

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is discharged or released pursuant to the Plan against any of the Released Parties or any of their 

respective Assets or property, (b) the enforcement, attachment, collection, or recovery by any 

manner or means of any judgment, award, decree, or order against any of the Released Parties or 

any of their respective assets or property on account of any Claim or other Debt or liability that is 

discharged or released pursuant to the Plan, (c) creating, perfecting, or enforcing any encumbrance 

of any kind against any of the Released Parties or any of their respective assets or property on

account of any Claim or other Debt or liability that is discharged or released pursuant to the Plan, 

and (d) except to the extent provided, permitted, or preserved by Bankruptcy Code sections 553, 

555, 556, 559, or 560 or pursuant to the common law right of recoupment, asserting any right of 

setoff, subrogation, or recoupment of any kind against any obligation due from any of the Released 

Parties or any of their respective assets or property, with respect to any such Claim or other Debt 

or liability that is discharged or released pursuant to the Plan. Such injunction shall extend to all 

successors and assigns of the Released Parties and their respective assets and property.

Section 27(B) – Releases by the Debtor and Reorganized Debtor:

Except as otherwise expressly provided in the Plan or the Confirmation Order, on the 

Effective Date, and for good and valuable consideration, each of the Debtor and Reorganized 

Debtor, the Distribution Agent and each of the Debtor’s and Reorganized Debtor’s Related Persons 

shall be deemed to have and hereby does irrevocably and unconditionally, fully, finally, and 

forever waive, release, acquit, and discharge the Released Parties from any and all Claims or 

Causes of Action that the Debtor, Reorganized Debtor, and the Distribution Agent, or any of them, 

or anyone claiming through them, on their behalf or for their benefit, have or may have or claim 

to have, now or in the future, against any Released Party that are Released Claims or otherwise are 

based upon, relate to, or arise out of or in connection with, in whole or in part, any act, omission, 

transaction, event or other circumstance relating to the Title III Case, the Fuel Line Lender PSA, 

the National PSA, or the Debtor taking place or existing on or prior to the Effective Date, and/or 

any Claim, act, fact, transaction, occurrence, statement, or omission in connection with or alleged 

or that could have been alleged, including, without limitation, any such Claim, demand, right, 

liability, or cause of action for indemnification, contribution, or any other basis in law or equity 

for damages, costs, or fees.

Section 27(C) – Releases by Holders of Claims:

Notwithstanding anything contained in this Plan to the contrary, as of the Effective Date, 

for good and valuable consideration, each Holder of a Claim is deemed to have released and 

discharged the Debtor and the Reorganized Debtor from any and all Causes of Action, whether 

known or unknown, including any derivative claims, asserted on behalf of the Debtor, that such 

Entity would have been legally entitled to assert (whether individually or collectively), based on 

or relating to, or in any manner arising from, in whole or in part, the Debtor (including 

management, ownership, or operation thereof), the Debtor’s in- or out-of-court restructuring 

efforts, intercompany transactions, the Title III Case, the formulation, preparation, dissemination, 

negotiation, or filing of the Disclosure Statement, the Plan, the Uninsured Bond Settlement 

Agreement, the Monoline Settlement Agreement, the Vitol Settlement Agreement, the 

Restructuring Transactions, the Fuel Line Lender PSA, the National PSA, or any contract, 

instrument, release, or other Definitive Documents, agreement, or document created or entered 

into in connection with the Disclosure Statement, or the Plan, the filing of the Title III Case, the 

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pursuit of Confirmation, the pursuit of consummation, the administration and implementation of 

the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution 

of property under the Plan or any other related agreement, or upon any other related act or 

omission, transaction, agreement, event, or other occurrence taking place on or before the Effective 

Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do 

not release any post-Effective Date obligations of any party or Entity under the Plan, the 

Restructuring Transactions, or any document, instrument, or agreement (including those set forth 

in the Plan Supplement) executed to implement the Plan.

Section 27(D) – Exculpation

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or 

incur, and each Exculpated Party is released and exculpated from any Cause of Action for any 

claim related to any act or omission in connection with, relating to, or arising out of, the Title III 

Case, the formulation, preparation, dissemination, negotiation, or filing of the Fuel Line Lender 

PSA, the National PSA, Disclosure Statement, the Plan, the Uninsured Bond Settlement 

Agreement, the Monoline Settlement Agreement, the Vitol Settlement Agreement, or any 

Restructuring Transaction, contract, instrument, release or other Definitive Document, agreement, 

or document created or entered into in connection with the Disclosure Statement or the Plan, the 

filing of the Title III Case, the pursuit of Confirmation, the pursuit of consummation, the 

administration and implementation of the Plan, including the issuance of securities pursuant to the 

Plan, or the distribution of property under the Plan or any other related agreement, except for 

claims related to any act or omission that is determined in a Final Order to have constituted actual 

fraud or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon 

the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The 

Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in 

good faith and in compliance with the applicable laws with regard to the solicitation of votes and 

distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such 

distributions shall not be, liable at any time for the violation of any applicable law, rule, or 

regulation governing the solicitation of acceptances or rejections of the Plan or such distributions 

made pursuant to the Plan.

Section 27(E) – Injunction

As of the Effective Date, all Entities that hold, have held, or may hold a Released Claim 

that is released pursuant to this Article XXVII of the Plan, are, and shall be, permanently, forever 

and completely stayed, restrained, prohibited, barred, and enjoined from taking any of the 

following actions, whether directly or indirectly, derivatively, or otherwise, on account of or based 

on the subject matter of such discharged Released Claims: (i) commencing, conducting, or 

continuing in any manner, directly or indirectly, any suit, action, or other proceeding (including, 

without limitation, any judicial, arbitral, administrative, or other proceeding) in any forum; (ii) 

enforcing, attaching (including, without limitation any prejudgment attachment), collecting, or in 

any way seeking to recover any judgment, award, decree, or other order; (iii) creating, perfecting, 

or in any way enforcing in any matter, directly or indirectly, any Lien; (iv) setting off, seeking 

reimbursement or contributions from, or subrogation against, or otherwise recouping in any 

manner, directly or indirectly, any amount against any liability or obligation owed to any Entity 

released under Article XXVII hereof; and (v) commencing or continuing in any manner, in any 

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place of any judicial, arbitration, or administrative proceeding in any forum, that does not comply 

with or its inconsistent with the provisions of the Plan or the Confirmation Order.

Section 36(C) – Supplemental Injunction

Notwithstanding anything contained herein to the contrary, except to the limited extent 

provided in the Plan, all Entities, including Entities acting on their behalf, who currently hold or 

assert, have held or asserted, or may hold or assert, any Released Claims against any of the 

Released Parties based upon, attributable to, arising out of or relating to the Title III Case or any 

Claim against the Debtor, whenever and wherever arising or asserted, whether in the U.S. or 

anywhere else in the world, whether sounding in tort, contract, warranty, statute, or any other 

theory of law, equity or otherwise, shall be, and shall be deemed to be, permanently stayed, 

restrained and enjoined from taking any action against any of the Released Parties for the purpose 

of directly or indirectly collecting, recovering or receiving any payment or recovery with respect 

to any Released Claims arising prior to the Effective Date (including prior to the Petition Date), 

including, but not limited to:

1. Commencing or continuing in any manner any action or other proceeding of any 

kind with respect to any such Released Claim against any of the Released Parties 

or the assets or property of any Released Party;

2. Enforcing, attaching, collecting, or recovering, by any manner or means, any 

judgment, award, decree, or order against any of the Released Parties or the assets 

or property of any Released Party with respect to any such Released Claim;

3. Creating, perfecting, or enforcing any Lien of any kind against any of the Released 

Parties or the assets or property of any Released Party with respect to any such 

Released Claim;

4. Except as otherwise expressly provided in the Plan or the Confirmation Order, 

asserting, implementing or effectuating any setoff, right of subrogation, indemnity, 

contribution, or recoupment of any kind against any obligation due to any of the 

Released Parties or against the property of any Released Party with respect to any 

such Released Claim; and

5. Taking any act, in any manner, in any place whatsoever, that does not conform to, 

or comply with, the provisions of the Plan or the Confirmation Order, provided, 

however, that the Debtor’s compliance with the formal requirements of Bankruptcy 

Rule 3016 shall not constitute an admission that the Plan provides for any injunction 

against conduct not otherwise enjoined under the Bankruptcy Code.

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Dated: ___________ 2023

San Juan, Puerto Rico

Respectfully submitted,

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for 

PREPA

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Schedule 3(a)

Form of Notice of Voting Instructions for 

Settling Bondholder Claims in Class 1 (Settling Bondholder and Settling Monoline Claims),

Non-Settling Bondholder Claims in Class 2 (Non-Settling Bondholder and Non-Settling 

Monoline Claims), and Holders of Claims in Class 4 (Fuel Line Loan Claims)

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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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF VOTING INSTRUCTIONS FOR [SETTLING BONDHOLDER CLAIMS IN 

CLASS 1] / [NON-SETTLING BONDHOLDER CLAIMS IN CLASS 2] / [HOLDERS OF

CLAIM IN CLASS 4]

This Notice of Voting (the “Notice”) is being sent to the beneficial holders of securities 

[issued by the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”)]

2

giving rise to 

claims in Class [1 / 2 / 4] of the First Amended Title III Plan of Adjustment of the Puerto Rico 

Electric Power Authority, dated [●], 2023 [Case No. 17-BK-4780, ECF No. _____]3(as the same 

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 (“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-BK3567-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).

2

[Applicable only to Classes 1 and 2.]

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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may be updated, supplemented, amended and/or otherwise modified from time to time, the 

“Plan”).

4

 The [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] and the relevant 

CUSIPs are described on Exhibit A attached hereto.

[PREPA Revenue Bond Claim. Settling Bondholders that are Holders of PREPA Revenue 

Bond Claims in Class 1 may vote to accept or reject the Plan.] [PREPA Revenue Bond Claim. 

Non-Settling Bondholders that are Holders of PREPA Revenue Bond Claims in Class 2 may vote 

to accept or reject the Plan.]

The Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”), 

as representative of PREPA, is soliciting votes with respect to the Plan, from the holders of certain 

impaired Claims against PREPA. By order dated [●], 2023 [ECF No. ___] (the “Disclosure 

Statement Order”), the Court approved the Modified Disclosure Statement for the First Amended 

Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF 

No. ___] (as the same may be updated, supplemented, amended and/or otherwise modified from 

time to time, including all exhibits and attachments thereto, the “Disclosure Statement”), and 

authorized the Debtor to solicit votes with respect to the acceptance or rejection of the Plan. 

Instructions to cast your vote are below.

Electronic copies of the Plan and Disclosure Statement are enclosed in the package 

containing this Notice. If you have any questions regarding this Notice, please contact the 

Balloting Agent by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 

486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard 

Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with ‘PREPA 

Solicitation’ in the subject line).

* * * * *

VOTING PROCESS

If you are a beneficial holder of [PREPA Revenue Bonds] / [Fuel Line Loan Trust 

Certificates] giving rise to Impaired Claims in Class [1 / 2 / 4], you are entitled to cast a vote 

either to accept or reject the Plan. To have your vote counted, you must properly vote in 

accordance with these instructions so that your vote is actually received no later than 5:00 

p.m. (Atlantic Standard Time) on June 7, 2023.

You are encouraged to review the entire Disclosure Statement before casting your vote to accept 

or reject the Plan.

How to Submit a Valid Vote

If you wish to cast a vote to accept or reject the Plan, you must: 

4 Unless otherwise defined herein, each capitalized term used herein shall have the meaning given to it in the Plan.

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• instruct your bank, broker or other intermediary through which you hold your [bonds] 

/ [trust certificates] in ‘street name’ (each, a “Nominee”) to electronically deliver your 

[PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] via the Automated 

Tender Offer Program (“ATOP”) at The Depository Trust Company (“DTC”) in 

accordance with your desire to vote to accept or reject the Plan.

In addition, by delivering your [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates]

via ATOP, you are certifying that:

1. either (a) your vote cast is the only vote cast by you on account of a [PREPA Revenue 

Bond Claim] / [Fuel Line Loan Claim], or (b) in addition to the vote cast, one or more 

additional votes (“Additional Votes”) on account of other [PREPA Revenue Bond 

Claims] / [Fuel Line Loan Claims] have been cast by one or more Nominees, and you 

have provided (or coordinated with your Nominee to provide) the Numerosity Spreadsheet 

(as defined below) to the Balloting Agent by the Voting Deadline;

2. you have voted all of your Claims on account of your [PREPA Revenue Bonds] / [Fuel 

Line Loans] to either accept or reject the Plan and acknowledge that no split votes will be 

permitted, and that if you cast conflicting votes in respect of such Claims on account of

your [PREPA Revenue Bonds] / [Fuel Line Loans], all votes cast by you will be 

disregarded;

3. you are the holder of the Claims in Class [1 / 2 / 4] on account of [PREPA Revenue Bonds] 

/ [Fuel Line Loans] to which this Notice pertains or are an authorized signatory of such 

holder, and have full power and authority to vote to accept or reject the Plan; and

4. you have been provided with a copy of the Plan, Disclosure Statement, and Disclosure 

Statement Order, and acknowledge that the vote cast pursuant to these instructions is 

subject to all the terms and conditions set forth in the Plan, Disclosure Statement, and 

Disclosure Statement Order.

No paperwork is required to be delivered to Kroll Restructuring Administration LLC to cast a vote 

(except in the limited circumstance noted below in the section titled “Numerosity Information 

Request – Applicable Only for Beneficial Holders Submitting More Than One Instruction Through 

ATOP”). The sole means of casting a vote is to validly tender your [PREPA Revenue Bonds] /

[Fuel Line Loan Trust Certificates] into the proper ATOP envelope at DTC.

THE VOTING DEADLINE IS

5:00 P.M. (ATLANTIC STANDARD TIME) ON JUNE 7, 2023.

This date and time is referred to as the “Voting Deadline.”

NOTE REGARDING RESTRICTIONS ON TRANSFER IF YOU TENDER YOUR [PREPA 

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES]: IF YOU TENDER 

YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES]

THROUGH ATOP, IT IS ANTICIPATED THAT YOU WILL BE RESTRICTED FROM 

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TRANSFERRING YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST 

CERTIFICATES] UNTIL IMMEDIATELY AFTER THE VOTING TABULATION HAS 

BEEN FILED AND ONCE DTC RELEASES YOUR [PREPA REVENUE BONDS] / [FUEL 

LINE LOAN TRUST CERTIFICATES] FROM ATOP IN ACCORDANCE WITH ITS 

CUSTOMARY PROCEDURES (WHICH RELEASE FROM ATOP IS EXPECTED TO BE 

ON OR AS SOON AS POSSIBLE AFTER JUNE 21, 2023). 

YOU MAY, HOWEVER, TRADE OR TRANSFER YOUR TENDERED [PREPA 

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] BY REVOKING

YOUR VOTE AND WITHDRAWING ANY TENDERED [PREPA REVENUE BONDS] / 

[FUEL LINE LOAN TRUST CERTIFICATES] AT ANY TIME BEFORE THE VOTING 

DEADLINE. 

IF YOU DESIRE TO RETAIN THE ABILITY TO TRADE OR TRANSFER YOUR 

[PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] PRIOR TO

THE VOTING DEADLINE, THEN YOU SHOULD NOT TENDER YOUR [PREPA 

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] THROUGH ATOP.

* * * * *

How to Revoke a Valid Vote

You may revoke your vote to accept or reject the Plan and withdraw your [PREPA Revenue 

Bonds] / [Fuel Line Loan Trust Certificates] tendered through DTC’s ATOP at any time before 

the Voting Deadline. 

If you wish to revoke your vote, you must instruct your Nominee to revoke your vote and withdraw 

your [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] via ATOP at DTC (which 

withdrawal will be confirmed by Kroll Restructuring Administration LLC (“Kroll”)5once notified 

by DTC of the withdrawal request). No paperwork is required to be delivered to Kroll to effectuate 

the revocation.

If you revoke your vote any time before the Voting Deadline, you may vote again at any time 

before the Voting Deadline, in accordance with the instructions to submit a valid vote above.

* * * * *

Nominee Information Submission

Any Nominees with beneficial holder clients who submit vote(s) to reject the Plan on account of 

Claims Class 1 (Settling Bondholder and Settling Monoline Claims), must send an Excel 

spreadsheet to puertoricoballots@ra.kroll.com (with ‘PREPA Nominee Spreadsheet’ in the subject 

line) containing the name(s), address(es), and ATOP instruction confirmation number(s) (also 

5 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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5

referred to as ATOP voluntary offer instruction(s) or “VOI(s)”) associated with each vote to reject 

the Plan.

* * * * *

Numerosity Information Submission

(Applicable Only for Beneficial Holders Submitting More than One Vote Through ATOP) 

Any beneficial holder of [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] that 

holds multiple CUSIPs of [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] and 

submits more than one vote through one or more Nominees, MUST submit (or coordinate with 

their Nominee(s) to submit) a list of all such ATOP instruction confirmation numbers (also referred 

to as ATOP voluntary offer instructions or “VOIs”). The Balloting Agent has made available a 

template electronic spreadsheet (the “Numerosity Spreadsheet”) on its website at: 

https://cases.primeclerk.com/puertorico (click on the link titled “Numerosity Spreadsheet”). 

Please return (or coordinate with your Nominee to return) the Numerosity Spreadsheet to the 

Balloting Agent in Excel format via email to https://cases.ra.kroll.com/puertorico/ (with ‘PREPA 

Numerosity Spreadsheet’ in the subject line). If you anticipate any difficulty in submitting your 

Numerosity Spreadsheet in Excel format, please contact Kroll at (844) 822-9231 (toll free for U.S. 

and Puerto Rico) or (646) 486-7944 (for international callers) or by e-mail at 

puertoricoballots@ra.kroll.com (with ‘PREPA Numerosity Spreadsheet’ in the subject line).

* * * * *

If you have any questions about your holdings, please contact your Nominee. Additionally, you 

must contact your Nominee to take any action described above.

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT 

THE BALLOTING AGENT, KROLL RESTRUCTURING ADMINISTRATION LLC, BY 

TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 

486-7944 (FOR INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. 

(ATLANTIC STANDARD TIME) (SPANISH AVAILABLE), OR BY EMAIL AT 

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE 

SUBJECT LINE). PLEASE NOTE THAT KROLL IS NOT AUTHORIZED TO 

PROVIDE, AND WILL NOT PROVIDE, LEGAL ADVICE.

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6

Exhibit A

Description CUSIP

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Schedule 3(b)

Form of Ballot for Settling Monolines on Account of Claims in 

Class 1 (Settling Bondholder and Settling Monoline Claims)

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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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

BALLOT FOR SETTLING MONOLINE ON ACCOUNT OF CLAIMS IN CLASS 1 

(SETTLING BONDHOLDER AND SETTLING MONOLINE CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight Board”), 

as representative of the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”), 

pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability 

Act (“PROMESA”),

2

is soliciting votes with respect to the First Amended Title III Plan of 

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No. 17-BK-4780, 

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 (“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-BK3567-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).

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

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2

ECF No. _____]3(as the same may be updated, supplemented, amended and/or otherwise 

modified from time to time, the “Plan”), from the holders of certain impaired Claims against 

PREPA. 

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court 

approved the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment of 

the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be 

updated, supplemented, amended and/or otherwise modified from time to time, including all 

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to solicit 

votes with respect to the acceptance or rejection of the Plan. 

Copies of the Plan and Disclosure Statement are enclosed in the package containing this 

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings 

given to such terms in the Plan. If you have any questions regarding the proper completion 

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the 

“Balloting Agent”),

4 by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or 

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic 

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with 

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by a Settling Monoline. Pursuant to the Disclosure 

Statement Order, a Settling Monoline is entitled to accept or reject the Plan on account of Impaired 

Claims in Class 1 (Settling Bondholder and Settling Monoline Claims) arising from securities 

insured by such Settling Monoline. To have your vote counted, you must complete, sign, and 

return this Ballot so that it is received by the Balloting Agent no later than 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023, unless such time is extended (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit EBallot” link. Follow the instructions set forth on the website. You are encouraged to 

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot via 

the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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3

If you would like to coordinate hand delivery of your Ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the 

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is 

extended by the Debtor. 

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the 

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s rights 

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4

in any other context, each Claim within a Class of Claims entitled to vote to accept or reject the 

Plan shall be in an amount as determined by the procedures set forth in the Disclosure Statement 

Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii) a 

proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any Claim. 

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 1 

(Settling Bondholder and Settling Monoline Claims) set forth below in the following aggregate 

amount:

$ 

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to (please 

check one):

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit 

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website 

and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit your 

customized electronic Ballot:

Unique E-Ballot ID#: 

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via electronic 

or online transmission. Ballots submitted by facsimile, email or other means of electronic 

transmission will not be counted.

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5

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of 

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you 

receive, as applicable. 

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper 

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided with 

a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The undersigned 

certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it has full power 

and authority to vote to accept or reject the Plan. The undersigned further acknowledges that the 

Debtor’s solicitation of votes is subject to all terms and conditions set forth in the Disclosure 

Statement and the order of the District Court approving the Disclosure Statement and the 

procedures for the solicitation of votes to accept or reject the Plan contained therein.

Name of Holder: 

(Print or Type)

 

Signature: 

Name of Signatory: 

(If other than holder)

Title: 

Address: 

 

 

Telephone 

Number: 

Email: 

Date Completed: 

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6

VOTING INSTRUCTIONS FOR A SETTLING MONOLINE

COMPLETING A BALLOT ON ACCOUNT OF CLAIMS IN CLASS 1

(SETTLING BONDHOLDER AND SETTLING MONOLINE CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the First 

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023

[Case No. 17-BK-4780, ECF No. _____]5(as the same may be updated, supplemented, amended 

and/or otherwise modified from time to time, the “Plan”), and (ii) consent to the injunction and 

release provisions of the Plan if you vote to accept the Plan. The terms of the Plan are described 

in the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment of the 

Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be 

updated, supplemented, amended and/or otherwise modified from time to time, including all 

exhibits and attachments thereto, the “Disclosure Statement”). All capitalized terms used but not 

otherwise defined herein or in the Ballot shall have the meanings given to such terms in the Plan. 

PLEASE READ THE PLAN AND DISCLOSURE STATEMENT CAREFULLY BEFORE 

COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of 

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims 

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the 

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the 

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and 

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting 

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section 

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims 

against the Debtor (including those holders who abstain from voting on or reject the Plan, and 

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and 

the transactions contemplated thereby, whether or not they vote and whether or not they accept the 

Plan.

3. To have your vote counted, you must properly complete, sign, and return this 

Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than 5:00 

p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit EBallot” link. Follow the instructions set forth on the website. You are encouraged to 

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot via 

the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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7

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

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8

4. To properly complete the Ballot, you must follow the procedures described below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the 

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your 

relationship to such entity and the capacity in which you are signing and submit 

satisfactory evidence of your authority to so act (e.g., a power of attorney or a 

certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one Ballot, 

labeled for a different Class of Claims. Your vote will be counted in 

determining acceptance or rejection of the Plan by a particular Class of Claims 

against the Debtor only if you complete, sign, and return the Ballot labeled for 

that Class of Claims in accordance with the instructions on the Ballot;

e. If you believe you have received the wrong Ballot, please contact the Balloting 

Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent, 

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies 

between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU: 

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT, 

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT, 

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR 

THE PLAN, 

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC 

FORMAT AND DESIRE PAPER COPIES, OR 

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER ENCLOSED 

MATERIALS, 

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9

PLEASE CONTACT THE BALLOTING AGENT BY:

• TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO 

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR 

• EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA 

SOLICITATION’ IN THE SUBJECT LINE). 

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF, 

THE DEBTOR, OR THE COURT.

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Schedule 3(c)

Form of Ballot for Non-Settling Monolines on Account of Claims in 

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)

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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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

BALLOT FOR 

NON-SETTLING MONOLINES ON ACCOUNT OF CLAIMS IN CLASS 2 

(NON-SETTLING BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight Board”), 

as representative of the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”), 

pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability 

Act (“PROMESA”),2is soliciting votes with respect to the First Amended Title III Plan of 

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No. 17-BK-4780, 

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 (“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-BK3567-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).

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

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2

ECF No. _____]3(as the same may be updated, supplemented, amended and/or otherwise 

modified from time to time, the “Plan”), from the holders of certain impaired Claims against 

PREPA. 

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court 

approved the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment of 

the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be 

updated, supplemented, amended and/or otherwise modified from time to time, including all 

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to solicit 

votes with respect to the acceptance or rejection of the Plan. 

Copies of the Plan and Disclosure Statement are enclosed in the package containing this 

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings 

given to such terms in the Plan. If you have any questions regarding the proper completion 

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the 

“Balloting Agent”),

4 by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or 

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic 

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with 

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by a Non-Settling Monoline. Pursuant to the Disclosure 

Statement Order, a Non-Settling Monoline is entitled to vote to accept or reject the Plan on account 

of Impaired Claims in Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)

arising from securities insured by such Non-Settling Monoline. To have your vote counted, you 

must complete, sign, and return this Ballot so that it is received by the Balloting Agent no 

later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, unless such time is extended 

(the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit EBallot” link. Follow the instructions set forth on the website. You are encouraged to 

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot via 

the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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Document Page 70 of 294
3

If you would like to coordinate hand delivery of your Ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the 

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is 

extended by the Debtor. 

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4

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the 

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s rights 

in any other context, each Claim within a Class of Claims entitled to vote to accept or reject the 

Plan shall be in an amount as determined by the procedures set forth in the Disclosure Statement 

Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii) a 

proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any Claim

or the right to vote on account of securities giving rise to such Claim.

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 2 

(Non-Settling Bondholder and Non-Settling Monoline Claims) set forth below in the following 

aggregate amount:

$ 

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to (please 

check one):

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit 

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website 

and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit your 

customized electronic Ballot:

Unique E-Ballot ID#: 

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via electronic 

or online transmission. Ballots submitted by facsimile, email or other means of electronic 

transmission will not be counted.

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Document Page 72 of 294
5

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of 

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you 

receive, as applicable. 

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper 

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided with 

a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The undersigned 

certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it has asserted full 

power and authority to vote to accept or reject the Plan. The undersigned further acknowledges 

that the Debtor’s solicitation of votes is subject to all terms and conditions set forth in the 

Disclosure Statement and the order of the District Court approving the Disclosure Statement and 

the procedures for the solicitation of votes to accept or reject the Plan contained therein.

Name of Holder: 

(Print or Type)

 

Signature: 

Name of Signatory: 

(If other than holder)

Title: 

Address: 

 

 

Telephone 

Number: 

Email: 

Date Completed: 

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VOTING INSTRUCTIONS FOR A NON-SETTLING MONOLINE

COMPLETING A BALLOT ON ACCOUNT OF CLAIMS IN CLASS 2 

(NON-SETTLING BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the First 

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023

[Case No. 17-BK-4780, ECF No. _____]5(as the same may be updated, supplemented, amended 

and/or otherwise modified from time to time, the “Plan”), and (ii) consent to the injunction and 

release provisions of the Plan if you vote to accept the Plan. The terms of the Plan are described 

in the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment of the 

Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be 

updated, supplemented, amended and/or otherwise modified from time to time, including all 

exhibits and attachments thereto, the “Disclosure Statement”). All capitalized terms used but not 

otherwise defined herein or in the Ballot shall have the meanings given to such terms in the Plan. 

PLEASE READ THE PLAN AND DISCLOSURE STATEMENT CAREFULLY BEFORE 

COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of 

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims 

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the 

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the 

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and 

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting 

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section 

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims 

against the Debtor (including those holders who abstain from voting on or reject the Plan, and 

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and 

the transactions contemplated thereby, whether or not they vote and whether or not they accept the 

Plan.

3. To have your vote counted, you must properly complete, sign, and return this 

Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than 5:00 

p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit EBallot” link. Follow the instructions set forth on the website. You are encouraged to 

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot via 

the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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7

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

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8

4. To properly complete the Ballot, you must follow the procedures described below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the 

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your 

relationship to such entity and the capacity in which you are signing and submit 

satisfactory evidence of your authority to so act (e.g., a power of attorney or a 

certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one Ballot

or Ballot, labeled for a different Class of Claims. Your vote will be counted in 

determining acceptance or rejection of the Plan by a particular Class of Claims 

against the Debtor only if you complete, sign, and return the Ballot labeled for 

that Class of Claims in accordance with the instructions on the Ballot;

e. If you believe you have received the wrong Ballot, please contact the Balloting 

Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent, 

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies 

between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU: 

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT, 

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT, 

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR 

THE PLAN, 

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC 

FORMAT AND DESIRE PAPER COPIES, OR 

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER ENCLOSED 

MATERIALS, 

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9

PLEASE CONTACT THE BALLOTING AGENT BY:

• TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO 

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR 

• EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA 

SOLICITATION’ IN THE SUBJECT LINE). 

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF, 

THE DEBTOR, OR THE COURT.

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Schedule 3(d)

Form of Ballot for National on Account of Claims in 

Class 5 (National Insured Bond Claims) 

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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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

BALLOT FOR NATIONAL ON ACCOUNT OF CLAIMS

IN CLASS 5 (NATIONAL INSURED BOND CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight Board”), 

as representative of the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”), 

pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability 

Act (“PROMESA”),2is soliciting votes with respect to the First Amended Title III Plan of 

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No. 17-BK-4780, 

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 (“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-BK3567-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).

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

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2

ECF No. _____]3(as the same may be updated, supplemented, amended and/or otherwise 

modified from time to time, the “Plan”), from the holders of certain impaired Claims against 

PREPA. 

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court 

approved the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment of 

the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be 

updated, supplemented, amended and/or otherwise modified from time to time, including all 

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to solicit 

votes with respect to the acceptance or rejection of the Plan. 

Copies of the Plan and Disclosure Statement are enclosed in the package containing this 

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings 

given to such terms in the Plan. If you have any questions regarding the proper completion 

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the 

“Balloting Agent”),

4 by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic 

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with 

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by National Public Finance Guarantee Corporation

(“National”). Pursuant to the Disclosure Statement Order, National is entitled to accept or reject 

the Plan on account of Impaired Claims in Class 5 (National Insured Bond Claims) arising from 

securities insured by National. To have your vote counted, you must complete, sign, and return 

this Ballot so that it is received by the Balloting Agent no later than 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023, unless such time is extended (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit EBallot” link. Follow the instructions set forth on the website. You are encouraged to 

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot via 

the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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3

If you would like to coordinate hand delivery of your Ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the 

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is 

extended by the Debtor. 

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the 

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s rights 

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4

in any other context, each Claim within a Class of Claims entitled to vote to accept or reject the 

Plan shall be in an amount as determined by the procedures set forth in the Disclosure Statement 

Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii) a 

proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any Claim. 

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 5

(National Insured Bond Claims) set forth below in the following aggregate amount:

$ 

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to (please 

check one):

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit 

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website 

and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit your 

customized electronic Ballot:

Unique E-Ballot ID#: 

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via electronic 

or online transmission. Ballots submitted by facsimile, email or other means of electronic 

transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of 

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you 

receive, as applicable. 

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5

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper 

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided with 

a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The undersigned 

certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it has full power 

and authority to vote to accept or reject the Plan. The undersigned further acknowledges that the 

Debtor’s solicitation of votes is subject to all terms and conditions set forth in the Disclosure 

Statement and the order of the District Court approving the Disclosure Statement and the 

procedures for the solicitation of votes to accept or reject the Plan contained therein.

Name of Holder: 

(Print or Type)

 

Signature: 

Name of Signatory: 

(If other than holder)

Title: 

Address: 

 

 

Telephone 

Number: 

Email: 

Date Completed: 

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6

VOTING INSTRUCTIONS FOR NATIONAL ON ACCOUNT OF CLAIMS IN CLASS 5 

(NATIONAL INSURED BOND CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the First Amended 

Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case 

No. 17-BK-4780, ECF No. _____]5(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, the “Plan”), and (ii) consent to the injunction and release 

provisions of the Plan if you vote to accept the Plan. The terms of the Plan are described in the 

Modified Disclosure Statement for the First Amended Title III Plan of Adjustment of the Puerto 

Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be updated, 

supplemented, amended and/or otherwise modified from time to time, including all exhibits and 

attachments thereto, the “Disclosure Statement”). All capitalized terms used but not otherwise 

defined herein or in the Ballot shall have the meanings given to such terms in the Plan. PLEASE 

READ THE PLAN AND DISCLOSURE STATEMENT CAREFULLY BEFORE 

COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of 

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims 

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the 

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the 

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and 

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting 

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section 

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims 

against the Debtor (including those holders who abstain from voting on or reject the Plan, and 

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and 

the transactions contemplated thereby, whether or not they vote and whether or not they accept the 

Plan.

3. To have your vote counted, you must properly complete, sign, and return this 

Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than 5:00 

p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit EBallot” link. Follow the instructions set forth on the website. You are encouraged to 

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot via 

the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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7

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

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8

4. To properly complete the Ballot, you must follow the procedures described below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the 

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your 

relationship to such entity and the capacity in which you are signing and submit 

satisfactory evidence of your authority to so act (e.g., a power of attorney or a 

certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one Ballot, 

labeled for a different Class of Claims. Your vote will be counted in 

determining acceptance or rejection of the Plan by a particular Class of Claims 

against the Debtor only if you complete, sign, and return the Ballot labeled for 

that Class of Claims in accordance with the instructions on the Ballot;

e. If you believe you have received the wrong Ballot, please contact the Balloting 

Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent, 

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies 

between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU: 

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT, 

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT, 

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR 

THE PLAN, 

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC 

FORMAT AND DESIRE PAPER COPIES, OR 

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER ENCLOSED 

MATERIALS, 

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9

PLEASE CONTACT THE BALLOTING AGENT BY:

• TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO 

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR 

• EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA 

SOLICITATION’ IN THE SUBJECT LINE). 

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF, 

THE DEBTOR, OR THE COURT.

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Schedule 3(e)

Form of Ballot for

Holders of Claims in Class 3 (Pension

Claim), Class 6 (National Reimbursement

Claim), Class 7 (General Unsecured

Claims), Class 8 (Vitol Claims), Class 9

(Assured Insured Interest Rate Swaps Claims),

Class 11 (Eminent Domain/Inverse Condemnation

Claims), and Class 12 (Federal Claims),

Holders of Claims arising from Assured Matured

Bonds, and Holders of Claims Arising from ATOP Ineligible Bonds 

Case:17-03283-LTS Doc#:23600 Filed:02/21/23 Entered:02/21/23 21:06:57 Desc: Main

Document Page 88 of 294
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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

BALLOT FOR [HOLDERS OF CLAIMS

IN [CLASS 1 (SETTLING BONDHOLDER

AND SETTLING MONOLINE CLAIMS)2

] / [CLASS 2 (NON-SETTLING BONDHOLDER

AND NON-SETTLING MONOLINE CLAIMS)3

] / [CLASS 3 (PENSION CLAIM)] / [CLASS

6 (NATONAL REIMBURSEMENT CLAIMS)] / [CLASS

7 (GENERAL UNSECURED CLAIMS)] / [CLASS 8 (VITOL

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 (“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-BK3567-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).

2

[NTD: ATOP Ineligible Bonds]

3

[NTD: Assured Matured Bonds and ATOP Ineligible Bonds]

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2

CLAIMS)] / [CLASS 9 (ASSURED INSURED INTEREST RATE

SWAPS CLAIMS)] / [CLASS 11 (EMINENT DOMAIN/INVERSE

CONDEMNATION CLAIMS)] / [CLASS 12 (FEDERAL CLAIMS)]] 

The Financial Oversight And Management Board For Puerto Rico (the “Oversight Board”), 

as representative of the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”), 

pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability 

Act (“PROMESA”),4is soliciting votes with respect to the First Amended Title III Plan of 

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No. 17-BK-4780, 

ECF No. _____]5(as the same may be updated, supplemented, amended and/or otherwise 

modified from time to time, the “Plan”), from the holders of certain impaired Claims against 

PREPA. 

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court 

approved the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment of 

the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be 

updated, supplemented, amended and/or otherwise modified from time to time, including all 

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to solicit 

votes with respect to the acceptance or rejection of the Plan. 

Copies of the Plan and Disclosure Statement are enclosed in the package containing this 

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings 

given to such terms in the Plan. If you have any questions regarding the proper completion 

of this Ballot, please contact Kroll Restructuring Administration LLC (f/k/a Prime Clerk 

LLC) (“Kroll” or the “Balloting Agent”),

6 by telephone at (844) 822-9231 (toll free for U.S. 

and Puerto Rico) or (646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 

p.m. (Atlantic Standard Time) (Spanish available), or by email at 

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by holders of Claims in the Classes listed below. To 

have your vote counted, you must complete, sign, and return this Ballot so that it is received 

by the Balloting Agent no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, 

unless such time is extended (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit E-Ballot” 

link. Follow the instructions set forth on the website. You are encouraged to submit 

your Ballot via the E-Ballot platform. If you choose to submit your Ballot via the EBallot platform, you should NOT submit your paper copy Ballot as well.

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

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

6

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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3

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

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4

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the 

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is 

extended by the Debtor. 

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the 

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s rights 

in any other context, each Claim within a Class of Claims entitled to vote to accept or reject the 

Plan shall be in an amount as determined by the procedures set forth in the Disclosure Statement 

Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii) a 

proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any Claim. 

Pursuant to the Plan, you may be required, as a condition to receiving any distribution on 

your Claim, to complete the appropriate Internal Revenue Service Form W-8 or Form W-9, as 

applicable. Information relating to these forms and instructions on filling them out can be found 

on the Internal Revenue Service’s website: https://www.irs.gov/.

(Continued on Next Page)

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5

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds the Claim(s) in [[Class 

1 (Settling Bondholder and Settling Monoline Claims)1] / [Class 2 (Non-Settling Bondholder and 

Non-Settling Monoline Claims)2] [Class 3 (Pension Claim)] / [Class 6 (National Reimbursement 

Claim] / [Class 7 (General Unsecured Claims)] / [Class 8 (Vitol Claims)] / [Class 9 (Assured 

Insured Interest Rate Swaps Claims)] / [Class 11 (Eminent Domain/Inverse Condemnation 

Claims)] / [Class 12 (Federal Claims)]] / as of February 28, 2023, the Voting Record Date, as set 

forth below in the following aggregate amount:

$ 

To submit your [election in Item 2 and] / [information in Item 2 and] vote in Item [2] / [3] below

via the “E-Ballot” platform, please visit https://cases.ra.kroll.com/puertorico. Click on the 

“Submit E-Ballot” section of the website and follow the instructions to submit your ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit your 

customized electronic Ballot:

Unique E-Ballot ID#: 

Kroll’s “E-Ballot” platform is the sole manner in which elections and votes will be accepted via 

electronic or online transmission. Elections and votes submitted by facsimile, email or other 

means of electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of your 

electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you receive, as 

applicable. 

Creditors who make an election or vote using Kroll’s “E-Ballot” platform should NOT also submit 

a paper Ballot.

Item 2.

3 Election to be Treated as Convenience Claim (Class 13).

Pursuant to the Plan, any holder of an Allowed PREPA General Unsecured Claim may elect to 

(a) reduce the amount of such Allowed Claim to $10,000.00 and (b) have such reduced Claim be 

1

[NTD: ATOP Ineligible Bonds]

2

[NTD: Assured Matured Bonds and ATOP Ineligible Bonds]

3

 [Item 2 election only to be included for ballots delivered to holders of Claims in Class 7 (General Unsecured 

Claims)]. 

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6

treated pursuant to Class 13 (Convenience Claims), receiving a projected recovery of 100% of 

such reduced claim.

Any holder of multiple Allowed PREPA General Unsecured Claims may elect to (a) reduce the 

amount of such multiple Claims to an aggregate amount of $20,000.00 and (b) have such reduced 

claims be treated pursuant to Class 13 (Convenience Claims), receiving a projected recovery of 

100% of such reduced claim; provided, however, that the aggregate amount of consideration to be 

made available to Convenience Claims shall be One Million Dollars ($1,000,000.00); and 

provided, further, that in the event the Convenience Cap is exceeded, holders of Allowed 

Convenience Claims shall receive a Pro Rata Share of the Convenience Cap. If you hold multiple

Allowed PREPA General Unsecured Claims, receive more than one ballot, and wish to make this 

election, you must make a consistent election on all the ballots you received for them to be treated 

pursuant to Class 13 (Convenience Claims). If the ballots do not all consistently elect to be treated 

Class 13 (Convenience Claims), such election will not be effective.

If you elect to have your Claim reduced and treated as a Convenience Claim in Class 13, you will 

be deemed to have accepted the Plan as a holder of a Claim in Class 13 (Convenience Claims).

* * * * *

The undersigned holder of a General Unsecured Claim in Class 7 in the amount set forth in Item 

1 above hereby elects to have such holder’s General Unsecured Claim (a) reduced to $10,000.00 

(and if such holder holds multiple Allowed PREPA General Unsecured Claims, such multiple 

claims reduced to an aggregate amount of $20,000.00) and (b) treated as a Convenience Claim in 

Class 13. 

 Elect to be Treated as Convenience Claim in Class 13

(Available only to holders of Claims in Class 7)

If you make the election above, skip to Item 4 below as you are deemed to have accepted 

the Plan.

Item [2] / [3]. Vote on Plan [(skip if you have elected to be treated as a Convenience 

Claim in Item 2 above)].

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to (please 

check one):

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

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7

Item [3] / [4]. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided with 

a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The undersigned 

certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it has full power 

and authority to vote to accept or reject the Plan [and make the election in Item 2 above]. The 

undersigned further acknowledges that the Debtor’s solicitation of votes is subject to all terms and 

conditions set forth in the Disclosure Statement and the order of the District Court approving the 

Disclosure Statement and the procedures for the solicitation of votes to accept or reject the Plan 

contained therein.

Name of Holder: 

(Print or Type)

 

Signature: 

Name of Signatory: 

(If other than holder)

Title: 

Address: 

 

 

Telephone 

Number: 

Email: 

Date Completed: 

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8

VOTING

AND ELECTION INSTRUCTIONS FOR COMPLETING

THE BALLOT FOR CLAIMS IN [CLASS 1

(SETTLING BONDHOLDER AND SETTLING MONOLINE

CLAIMS)4] / [CLASS 2 (NON-SETTLING

BONDHOLDER AND NON-SETTLING MONOLINE

CLAIMS)5] / [CLASS 3 (PENSION CLAIM)]

/ [CLASS 6 (NATONAL REIMBURSEMENT CLAIMS)]

/ [CLASS 7 (GENERAL UNSECURED CLAIMS)] / [CLASS

8 (VITOL CLAIMS)] / [CLASS 9 (ASSURED INSURED INTEREST

RATE SWAPS CLAIMS)] / [CLASS 11 (EMINENT DOMAIN/INVERSE

CONDEMNATION CLAIMS)] / [CLASS 12 (FEDERAL CLAIMS)]] 

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the

First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority,

dated [●], 2023 [Case No. 17-BK-4780, ECF No. _____]6(as the same may be updated, 

supplemented, amended and/or otherwise modified from time to time, the “Plan”), and (ii) 

consent to the injunction and release provisions of the Plan if you vote to accept the Plan. 

The terms of the Plan are described in the Modified Disclosure Statement for the First 

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated 

[●], 2023 [ECF No. ___] (as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, including all exhibits and attachments thereto, the 

“Disclosure Statement”). All capitalized terms used but not otherwise defined herein or in 

the Ballot shall have the meanings given to such terms in the Plan. PLEASE READ THE 

PLAN AND DISCLOSURE STATEMENT CAREFULLY BEFORE 

COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the 

holders of two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the 

Allowed Claims in a Class that have voted to accept or reject the Plan. In the event a Class

rejects the Plan, the Court may nevertheless confirm the Plan and thereby make it binding 

on holders of Claims in the Class if the Court finds the Plan does not unfairly discriminate 

against and accords fair and equitable treatment to the holders of Claims in the Class and 

all other Classes of Claims rejecting the Plan, and otherwise satisfies the requirements of 

PROMESA Section 314(b) and Section 1129(b) of the Bankruptcy Code. If the Plan is 

confirmed by the Court, all holders of Claims against the Debtor (including those holders 

who abstain from voting on or reject the Plan, and those holders who are not entitled to 

vote on the Plan) will be bound by the confirmed Plan and the transactions contemplated 

thereby, whether or not they vote and whether or not they accept the Plan.

3. [Pursuant to the Plan, any holder of an Allowed PREPA General Unsecured 

Claim may elect to (a) reduce the amount of such Allowed Claim to $10,000.00 and 

4

[NTD: ATOP Ineligible Bonds]

5

[NTD: Assured Matured Bonds and ATOP Ineligible Bonds]

6 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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9

(b) have such reduced Claim be treated pursuant to Class 13 (Convenience Claims), 

receiving a projected recovery of 100% of such reduced claim; provided, however, that the 

aggregate amount of consideration to be made available to Convenience Claims shall be 

One Million Dollars ($1,000,000.00); and provided, further, that in the event the 

Convenience Cap is exceeded, holders of Allowed Convenience Claims shall receive a Pro 

Rata Share of the Convenience Cap. Any holder of multiple Allowed PREPA General 

Unsecured Claims may elect to (a) reduce the amount of such multiple Claims to an 

aggregate amount of $20,000.00 and (b) have such reduced claims be treated pursuant to 

Class 13 (Convenience Claims), receiving a projected recovery of 100% of such reduced 

claim. If you elect to have your Claim reduced and treated as a Convenience Claim in 

Class 13, you will be deemed to have accepted the Plan as a holder of a Claim in Class 13

(Convenience Claims).]

7

4. To have your vote or election counted, you must properly complete, 

sign, and return this Ballot to Kroll Restructuring Administration LLC (f/k/a Prime 

Clerk LLC) (“Kroll” or the “Balloting Agent”) so that it is received by the Balloting 

Agent no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting 

Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit E-Ballot” 

link. Follow the instructions set forth on the website. You are encouraged to submit 

your Ballot via the E-Ballot platform. If you choose to submit your Ballot via the EBallot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINSTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

7

 Applicable only to Class 7 (General Unsecured Claims). 

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10

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

5. To properly complete the Ballot, you must follow the procedures described 

below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject 

the Plan, or make an election with respect to, all the Claims you hold in a 

Class;

c. If you are completing this Ballot on behalf of another entity, indicate your 

relationship to such entity and the capacity in which you are signing and 

submit satisfactory evidence of your authority to so act (e.g., a power of 

attorney or a certified copy of board resolutions authorizing you to so act);

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11

d. If you also hold Claims in other Classes, you may receive more than one 

Ballot, labeled for a different Class of Claims. Your vote will be counted 

in determining acceptance or rejection of the Plan by a particular Class of 

Claims against the Debtor only if you complete, sign, and return the Ballot 

labeled for that Class of Claims in accordance with the instructions on the 

Ballot;

e. If you believe you have received the wrong Ballot, please contact the 

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

6. If more than one Ballot voting the same Claim is received by the Balloting

Agent, the latest Ballot received prior to the Voting Deadline will, to the extent of any 

inconsistencies between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU: 

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT, 

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT, 

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR 

THE PLAN, 

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC 

FORMAT AND DESIRE PAPER COPIES, OR 

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER ENCLOSED 

MATERIALS, 

PLEASE CONTACT THE BALLOTING AGENT BY:

• TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO 

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR 

• EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA 

SOLICITATION’ IN THE SUBJECT LINE). 

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF, 

THE DEBTOR, OR THE COURT.

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Schedule 4(a)

Notice of Non-Voting Status (Deemed to Reject)

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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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS 

(CLASS 14 (SECTION 510(B) SUBORDINATED CLAIMS)) – DEEMED TO REJECT

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the 

District of Puerto Rico approved the Modified Disclosure Statement for the First Amended Title 

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No. 17-

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 (“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-BK3567-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).

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2

BK-4780, ECF No. _____]2(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, including all exhibits and attachments thereto, the 

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto Rico 

(the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA”

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

Economic Stability Act (“PROMESA”),

3

for use in soliciting acceptances or rejections of the First 

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023

[ECF No. _____] (as the same may be updated, supplemented, amended and/or otherwise modified 

from time to time, the “Plan”), from the holders of impaired Claims who are (or may be) entitled 

to receive distributions under the Plan.

UNDER THE TERMS OF THE PLAN, YOU ARE NOT ENTITLED TO 

RECEIVE OR RETAIN ANY PROPERTY ON ACCOUNT OF YOUR 

CLAIM(S) AGAINST THE DEBTOR. THEREFORE, PURSUANT TO 

SECTION 1126(g) OF THE BANKRUPTCY CODE, YOU ARE (I) DEEMED 

TO HAVE REJECTED THE PLAN, AND (II) NOT ENTITLED TO VOTE 

ON THE PLAN. 

Confirmation Hearing. A hearing to consider confirmation of the Plan (the “Confirmation 

Hearing”) will be held before The Honorable Laura Taylor Swain, United States District Court 

Judge, at the United States District Court for the District of Puerto Rico, Clemente Ruiz Nazario 

United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as 

otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at 9:30 a.m.

(Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

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3

of the proposed Plan or the proposed confirmation order4(the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order

prior to the Confirmation Objection Deadline will be prohibited from making an oral presentation 

before the Court at the Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and 

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or responding 

party;

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection Deadline (June 

7, 2023 at 5:00 p.m. (Atlantic Standard Time)), and

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing 

Atlantic Time).

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4

e. 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 Electric Power Authority) so as to be received on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)). 

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR 

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT, 

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL 

RESTRUCTURING ADMINISTRATION LLC (“KROLL”),

5 BY (I) FIRST CLASS MAIL 

OR OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL 

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850 THIRD 

AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844) 822-9231 

(TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR 

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC 

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT 

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE 

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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Dated: , 2023

San Juan, Puerto Rico

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for the 

PREPA

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Schedule 4(b)

Notice of Non-Voting Status (Deemed to Accept)

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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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS CLASS 10 (ORDINARY COURSE CUSTOMER 

CLAIMS) AND CLASS 13 (CONVENIENCE CLAIMS)) – DEEMED TO ACCEPT

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the 

District of Puerto Rico approved the Modified Disclosure Statement for the First Amended Title 

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No. 17-

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 (“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-BK3567-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).

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2

BK-4780, ECF No. _____]2(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, including all exhibits and attachments thereto, the 

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto Rico 

(the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA”

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

Economic Stability Act (“PROMESA”),

3

for use in soliciting acceptances or rejections of the First 

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023

[ECF No. _____] (as the same may be updated, supplemented, amended and/or otherwise modified 

from time to time, the “Plan”), from the holders of impaired Claims who are (or may be) entitled 

to receive distributions under the Plan.

UNDER THE TERMS OF THE PLAN, YOUR CLAIM(S) 

AGAINST THE DEBTOR ARE UNIMPAIRED. 

THEREFORE, PURSUANT TO SECTION 1126(f) OF THE 

BANKRUPTCY CODE, YOU ARE (I) DEEMED TO HAVE 

ACCEPTED THE PLAN, AND (II) NOT ENTITLED TO 

VOTE ON THE PLAN. 

Confirmation Hearing. A hearing to consider confirmation of the Plan (the “Confirmation 

Hearing”) will be held before The Honorable Laura Taylor Swain, United States District Court 

Judge, at the United States District Court for the District of Puerto Rico, Clemente Ruiz Nazario 

United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as 

otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at 9:30 a.m. 

(Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

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3

of the proposed Plan or the proposed confirmation order4(the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order 

prior to the Confirmation Objection Deadline will be prohibited from making an oral presentation 

before the Court at the Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and 

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or responding 

party;

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s case 

filing system, you may instead mail your objection to the Court’s 

Clerk’s office at: 

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection 

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard Time)), 

and 

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing 

Atlantic Time).

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4

e. 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 Electric Power Authority) so as to be received on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR 

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT, 

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL 

RESTRUCTURING ADMINISTRATION LLC BY (I) FIRST CLASS MAIL OR 

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL 

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850 THIRD 

AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844) 822-9231 

(TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR 

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC 

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT 

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE 

SUBJECT LINE).

[Remainder of page intentionally left blank]

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5

Dated: , 2023

San Juan, Puerto Rico

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/ 

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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for the 

PREPA

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Schedule 4(c)

Notice of Non-Voting Status (Disputed Claims)

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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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS (DISPUTED CLAIMS)

You are receiving this Notice because you hold a Claim that is subject to an objection.

You should read this Notice carefully and discuss it with your attorney. If you do not have an 

attorney, you may wish to consult one.

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 (“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-BK3567-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).

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2

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the 

District of Puerto Rico approved the Modified Disclosure Statement for the First Amended Title 

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No. 17-

BK-4780, ECF No. _____]2(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, including all exhibits and attachments thereto, the 

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto Rico 

(the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA”

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

Economic Stability Act (“PROMESA”),

3

for use in soliciting acceptances or rejections of the First 

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023

[ECF No. _____] (as the same may be updated, supplemented, amended and/or otherwise modified 

from time to time, the “Plan”), from the holders of impaired Claims who are (or may be) entitled 

to receive distributions under the Plan. You are not required to vote on the Plan to receive 

distributions pursuant to the terms of the Plan, if confirmed by the Court.

YOU ARE NOT ENTITLED TO VOTE YOUR CLAIM TO 

ACCEPT OR REJECT THE PLAN UNLESS YOUR CLAIM 

HAS BEEN ALLOWED PURSUANT TO AN ORDER OF THE 

COURT ON OR BEFORE JUNE 7, 2023. 

You may seek to challenge the allowance or disallowance of your Claim for voting purposes by 

filing a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing your Claim 

(a “Rule 3018(a) Motion”). In accordance with Bankruptcy Rule 3018(a), as to any to any creditor 

filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted except as may be otherwise 

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

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3

ordered by the Court prior to June 7, 2023 at 5:00 p.m. (Atlantic Standard Time) (the “Voting 

Deadline”). A form of Rule 3018(a) Motion is available at https://cases.ra.kroll.com/puertorico/.

Procedures for Filing a Rule 3018(a) Motion. A motion pursuant to Bankruptcy Rule 

3018(a) must:

a. Be in writing, in English, and signed;

b. State your name and address;

c. State with particularity the basis and nature of your Claim and the reasons why 

the Court should temporarily allow your Claim for voting purposes;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before [●], 

2023 at 5:00 p.m. (Atlantic Standard Time).

4

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before [●], 2023 at 5:00 p.m. 

(Atlantic Standard Time).

5

* * * * *

Confirmation Hearing. A hearing to consider confirmation of the Plan (the “Confirmation 

Hearing”) will be held before The Honorable Laura Taylor Swain, United States District Court 

Judge, at the United States District Court for the District of Puerto Rico, Clemente Ruiz Nazario 

United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as 

4

[Tenth (10th) day after the later of (i) service of the Confirmation Hearing Notice, and (ii) service of notice of an 

objection or request for estimation, if any, as to such Claim.]

5

[Tenth (10th) day after the later of (i) service of the Confirmation Hearing Notice, and (ii) service of notice of an 

objection or request for estimation, if any, as to such Claim.]

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4

otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at 9:30

a.m. (Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

of the proposed Plan or the proposed confirmation order6(the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection 

Deadline will be prohibited from making an oral presentation before the Court at the Confirmation 

Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and 

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or responding 

party;

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

6 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing 

Atlantic Time).

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5

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection 

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard 

Time)), and

e. 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 Electric Power Authority) so as to be received on or before the 

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00 

p.m. (Atlantic Standard Time)). 

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR 

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT, 

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL 

RESTRUCTURING ADMINISTRATION LLC, BY (I) FIRST CLASS MAIL OR 

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL 

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850 THIRD 

AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844) 822-9231 

(TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR 

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC 

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT 

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE 

SUBJECT LINE).

[Remainder of page intentionally left blank]

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6

Dated: , 2023

San Juan, Puerto Rico

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/ 

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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for the 

PREPA

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Schedule 4(d)

Notice of Non-Voting Status for 

Holders of PREPA Revenue Bond Claims Insured by 

a Settling Monoline or a Non-Settling Monoline

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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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS [CLASS 1 (SETTLING BONDHOLDER AND 

SETTLING MONOLINE CLAIMS)] / [CLASS 2 (NON-SETTLING BONDHOLDER 

AND NON-SETTLING MONOLINE CLAIMS)]

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the 

District of Puerto Rico approved the Modified Disclosure Statement for the First Amended Title 

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No. 17-

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 (“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-BK3567-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).

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2

BK-4780, ECF No. _____]2(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, including all exhibits and attachments thereto, the 

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto Rico 

(the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA”

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

Economic Stability Act (“PROMESA”),

3

for use in soliciting acceptances or rejections of the First 

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023

[ECF No. _____] (as the same may be updated, supplemented, amended and/or otherwise modified 

from time to time, the “Plan”), from the holders of impaired Claims who are (or may be) entitled 

to receive distributions under the Plan.

Voting with respect to PREPA Revenue Bond Claims Insured by [a Settling Monoline / 

a Non-Settling Monoline]. 

PURSUANT TO THE ORDER APPROVING THE 

DISCLOSURE STATEMENT, [_____] SHALL BE 

ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN 

ON ACCOUNT OF ALL [_____] INSURED BOND CLAIMS. 

ACCORDINGLY, YOU ARE NOT ENTITLED TO VOTE ON 

ACCOUNT OF SUCH CLAIM(S). 

Confirmation Hearing. A hearing to consider confirmation of the Plan (the “Confirmation 

Hearing”) will be held before The Honorable Laura Taylor Swain, United States District Court 

Judge, at the United States District Court for the District of Puerto Rico, Clemente Ruiz Nazario 

United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as 

otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at 9:30 a.m. 

(Atlantic Standard Time).

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

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3

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

of the proposed Plan or the proposed confirmation order4(the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection 

Deadline will be prohibited from making an oral presentation before the Court at the Confirmation 

Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and 

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or responding 

party;

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing 

Atlantic Time).

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4

so as to be received on or before the Confirmation Objection 

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard 

Time)), and

e. 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 Electric Power Authority) so as to be received on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) 

OR WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE 

STATEMENT, PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL 

RESTRUCTURING ADMINISTRATION LLC,

5 BY (I) FIRST CLASS MAIL OR 

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL 

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC) , 850 THIRD 

AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844) 822-9231 

(TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR 

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC 

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT 

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE 

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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5

Dated: , 2023

San Juan, Puerto Rico

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for the 

PREPA

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Schedule 4(e)

Notice of Non-Voting Status for Holders of Claims 

Subject to Administrative Claims Reconciliation

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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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS

(CLAIMS SUBJECT TO ADMINISTRATIVE CLAIMS RECONCILIATION)

You are receiving this Notice because you hold a Claim that was transferred to administrative 

claims reconciliation pursuant to the Order (A) Authorizing Administrative Reconciliation of 

Claims, (B) Approving Additional Form of Notice, and (C) Granting Related Relief [Case No. 

17-3283, ECF No. 12274] (the “ACR Order”).

You should read this Notice carefully and discuss it with your attorney. If you do not have an 

attorney, you may wish to consult one.

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 (“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-BK3567-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).

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2

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the 

District of Puerto Rico approved the Modified Disclosure Statement for the First Amended Title 

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No. 17-

BK-4780, ECF No. _____]2(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, including all exhibits and attachments thereto, the 

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto Rico 

(the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA”

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

Economic Stability Act (“PROMESA”),

3

for use in soliciting acceptances or rejections of the First 

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023

[ECF No. _____] (as the same may be updated, supplemented, amended and/or otherwise modified 

from time to time, the “Plan”), from the holders of impaired Claims who are (or may be) entitled 

to receive distributions under the Plan. You are not required to vote on the Plan to receive 

distributions pursuant to the terms of the Plan, if confirmed by the Court.

YOU ARE NOT ENTITLED TO VOTE YOUR CLAIM TO ACCEPT OR REJECT 

THE PLAN, UNLESS YOUR CLAIM HAS BEEN ALLOWED PURSUANT TO AN 

ORDER OF THE COURT ON OR BEFORE JUNE 7, 2023.

You may seek to challenge the allowance or disallowance of your Claim for voting 

purposes by filing a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing 

your Claim (a “Rule 3018(a) Motion”). In accordance with Bankruptcy Rule 3018(a), as to any to 

any creditor filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted except as may 

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

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3

be otherwise ordered by the Court prior to June 7, 2023 at 5:00 p.m. (Atlantic Standard Time) 

(the “Voting Deadline”). A form of Rule 3018(a) Motion, together with instructions for filing 

and serving the 3018(a) Motion, is available at https://cases.ra.kroll.com/puertorico/.

Procedures for Filing a Rule 3018(a) Motion. A motion pursuant to Bankruptcy Rule 

3018(a) must:

e. Be in writing, in English, and signed;

f. State either your or your designated representative’s name, address, telephone 

number, and email address;

g. State with particularity the basis and nature of your Claim and the reasons why 

the Court should temporarily allow your Claim for voting purposes;

h. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before [●], 

2023 at 5:00 p.m. (Atlantic Standard Time).

4

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before [●], 2023 at 5:00 p.m. 

(Atlantic Standard Time).

5

* * * * *

Confirmation Hearing. A hearing to consider confirmation of the Plan (the “Confirmation 

Hearing”) will be held before The Honorable Laura Taylor Swain, United States District Court 

Judge, at the United States District Court for the District of Puerto Rico, Clemente Ruiz Nazario 

4

[Note: Tenth (10th) day after deadline to serve Confirmation Hearing Notice.]

5

[Note: Tenth (10th) day after deadline to serve Confirmation Hearing Notice.]

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4

United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as 

otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at 9:30 a.m. 

(Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

of the proposed Plan or the proposed confirmation order6(the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection 

Deadline will be prohibited from making an oral presentation before the Court at the Confirmation 

Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and 

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or responding 

party;

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

6 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing 

Atlantic Time).

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5

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection 

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard 

Time)), and

e. 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 Electric Power Authority) so as to be received on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR 

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT, 

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL 

RESTRUCTURING ADMINISTRATION LLC “KROLL”),

7 BY (I) FIRST CLASS MAIL 

OR OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL 

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850 THIRD 

AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844) 822-9231 

(TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR 

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC 

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT 

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE 

SUBJECT LINE).

[Remainder of page intentionally left blank]

7

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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6

Dated: , 2023

San Juan, Puerto Rico

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for the 

PREPA

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Schedule 5

Form of Election Notice for Holders of Claims in Class 5

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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

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,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

ELECTION NOTICE 

FOR NATIONAL INSURED BONDHOLDERS WITH CLAIMS IN CLASS 5

This Election Notice (the “Notice”) is being sent to the beneficial holders of Allowed 

National Insured Bond Claims arising on account of National Insured Bonds, which are insured 

by National Public Finance Guarantee Corporation (“National”). These securities give rise to 

Claims in Class 5 of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric 

Power Authority, dated [●], 2023 [ECF No. _____] (as the same may be updated, supplemented, 

amended and/or otherwise modified from time to time, the “Plan”).

2

 Although National has the 

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 (“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-BK3567-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).

2 Unless otherwise defined herein, each capitalized term used herein shall have the meaning given to it in the Plan.

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2

right to cast the vote on account of Claims arising from National Insured Bonds to accept or reject 

the Plan, holders of Claims in Class 5 are entitled to elect their form of treatment pursuant to the 

Plan.

Each holder of an Allowed National Insured Bond3has the option to elect to receive on the 

Effective Date, or as soon as reasonably practicable thereafter, in full consideration, satisfaction, 

release, and exchange of such holder’s Claim:

National Commutation Treatment (Option 1): On the Effective Date, or as soon as 

reasonably practicable thereafter, you will receive the National Commutation 

Consideration, distributable by or at the direction of National in its sole and absolute 

discretion pursuant to Section 20.A of the Plan. The National Commutation Consideration 

consists of a combination of some or all of the following: (i) your Pro Rata Share of the 

National Plan Consideration; (ii) a percentage, to be determined at National’s sole 

discretion, of the amounts distributable to National in accordance with the terms and 

provisions of Article VIII.A of the Plan; and (iii) Cash in an amount to be determined by 

National in its sole discretion, in full and complete satisfaction, release, and discharge of 

any further obligation of National with respect to the applicable National Insurance Policies 

(and, by making such election, you shall be deemed to have agreed to commute the 

National Insurance Policies relating to your Allowed National Insured Bond Claim). 

If you elect the National Commutation Treatment (Option 1), (i) you shall not receive any 

payments from National under the National Insurance Policies on account of accrued and 

unpaid interest on and after, or, in the case of any capital appreciation bonds, the accreted 

value on and after, the Effective Date, and to the extent any accrued or accreted interest is 

paid to you by National after such date, such amount shall be credited against the 

consideration you (or your successors, transferees, or assigns) are otherwise entitled to 

receive as National Commutation Consideration, (ii) the National Insured Bonds 

underlying your Allowed National Insured Bond Claim shall be deemed cancelled on the 

Effective Date, and (iii) you shall have no other or further rights under or with respect to 

the applicable National Insurance Policy or any of the National Non-Commutation 

Treatment options described in Section 20.B of the Plan or with respect to the National 

Non-Commutation Treatment (Option 2) below. 

National Non-Commutation Treatment (Option 2): If you timely and validly elect to 

receive the National Non-Commutation Treatment, (i) National shall receive the National 

Plan Consideration distributable on account of the applicable Allowed National Insured 

Bond Claim, and (ii) such Holder shall receive the following treatment(s):

4

3 Any calculations and/or payments to be made to you based on, or in relation to, your Allowed National Insured 

Bond Claims pursuant to the options set out herein will take into account any payments of principal and/or accrued 

interest already made to you by National pursuant to the terms of the relevant National Insurance Policies. For the 

avoidance of doubt, you shall not be compensated for any amounts already paid to you pursuant to the terms of the 

relevant National Insurance Policies. 

4 Pursuant to the Plan, National shall exercise in its sole discretion its election of treatments at or prior to the Plan 

Supplement Deadline.

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3

(i) Custodial Trusts: You shall (A) deposit, or be deemed to have deposited, 

among other things, your Pro Rata Share of the National Trust 

Consideration, the National Insured Bonds allocable to you, and the related 

National Insurance Policies into the applicable National Trust, (B) be 

deemed to have received your Pro Rata Share of the National Trust 

Consideration and National Certificates in consideration therefor, and (C) 

have no recourse to National or the National Insurance Policies other than 

as provided for under the terms of the National Trust.

(ii) Escrow: You shall deposit, or be deemed to have deposited, among other 

things, your Pro Rata Share of the National Escrow Consideration in the 

National Escrow Account and such deposited National Escrow 

Consideration shall be held as security for National’s obligations to the 

Holders of the National Insured Bonds whose National Escrow 

Consideration was deposited in the National Escrow Account under the 

National Insurance Policies.

(iii) Payment of Accelerated Amounts: National shall receive the National 

Plan Consideration that would be otherwise allocable to you and National 

shall fully and completely discharge its obligation to you by paying on the 

Effective Date, in Cash, the amount thereof at the National Acceleration 

Price as of the date of payment.

(iv) Alternative Treatment: The Oversight Board and National reserve the 

right to formulate an alternative election or implementation option with 

respect to the National Insured Bonds that is mutually acceptable to the 

Oversight Board and National, each in their respective sole discretion; 

provided, however, that any such alternative election or implementation 

option must be proposed, in writing, prior to the commencement of the 

Disclosure Statement hearing.

If you fail to make a valid election or submit an election for less than all of your Claims in 

Class 5 (in which case, such election will be void and of no force and effect), you will be deemed 

to have elected to commute the applicable National Insurance Policies, to release and discharge

National’s obligations thereunder, and to receive distributions inaccordance with the National 

Commutation Treatment (Option 1). If you do not validly elect to receive the National NonCommutation Treatment, you shall be deemed to have had, on or after the Effective Date, the 

National Insured Bonds, including the obligations of National under the related National 

Insurance Policies, underlying your Claim cancelled. 

You are encouraged to review the entire Disclosure Statement and the Plan before making an 

election with respect to the form of distribution you will receive under the Plan. The tax 

consequences described in the Disclosure Statement are not a substitute for careful tax planning

and professional tax advice upon your individual circumstances and you should seek advice

from your own tax advisor.

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Please take notice that you are not able to vote to accept or reject the Plan and will not receive 

separate voting instructions for such purpose. Pursuant to the Plan and the Disclosure 

Statement Order, National is entitled to vote to accept or reject the Plan on account of Claims 

arising from securities insured by National.

IF YOU WISH TO RECEIVE THE NATIONAL COMMUTATION TREATMENT 

(OPTION 1), YOU DO NOT NEED TO TAKE ANY FURTHER ACTION. HOWEVER, 

IN SUCH CASE, YOU WILL BE DEEMED TO HAVE ELECTED TO RELEASE, 

DISCHARGE, AND COMMUTE NATIONAL’S OBLIGATIONS AND THE NATIONAL 

INSURANCE POLICY.

Each holder of National Insured Bonds described on Exhibit A attached hereto that wishes 

to receive the National Non-Commutation Treatment (Option 2) must submit a valid election 

in the manner described herein.

* * * * *

How to Submit a Valid Election

If you wish to elect to receive the National Non-Commutation Treatment (Option 2), you must 

instruct your broker or nominee (each, a “Nominee”) to electronically deliver your National 

Insured Bonds via the Automated Tender Offer Program (“ATOP”) at The Depository Trust 

Company (“DTC”), which will constitute an election via DTC’s ATOP system to receive the 

National Non-Commutation Treatment (Option 2).

No paperwork is required to be delivered to Kroll to effectuate the election. The sole means of 

effectuating this election is to (i) validly tender your National Insured Bonds into the proper ATOP 

envelope at DTC, and (ii) make the election to receive the National Non-Commutation Treatment 

(Option 2), each as described on DTC’s ATOP system.

THE ELECTION DEADLINE IS

5:00 P.M. (ATLANTIC STANDARD TIME) ON JUNE 7, 2023.

This date and time is referred to as the “Election Deadline.”

PLEASE TAKE NOTICE THAT IF YOU TENDER YOUR NATIONAL INSURED 

BONDS THROUGH ATOP, YOU WILL BE RESTRICTED FROM TRANSFERRING 

YOUR NATIONAL INSURED BONDS FROM THE ELECTION DEADLINE UNTIL THE 

EFFECTIVE DATE OF THE PLAN. IF YOU DESIRE TO RETAIN THE ABILITY TO 

TRADE OR TRANSFER YOUR NATIONAL INSURED BONDS PRIOR TO THE 

EFFECTIVE DATE, THEN YOU SHOULD NOT TENDER YOUR NATIONAL INSURED 

BONDS THROUGH ATOP.

YOU MAY, HOWEVER, REVOKE YOUR ELECTION AT ANY TIME BEFORE THE 

ELECTION DEADLINE AND WITHDRAW ANY TENDERED NATIONAL INSURED 

BONDS. 

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* * * * *

How to Revoke an Election

You may revoke an election to receive the National Non-Commutation Treatment (Option 2) and 

withdraw your National Insured Bonds tendered through DTC’s ATOP at any time before the 

Election Deadline. 

If you wish to revoke your election, you must instruct your Nominee to revoke your election and 

withdraw your National Insured Bonds via ATOP at DTC (which withdrawal will be confirmed 

by Kroll once notified by DTC of the withdrawal request). No paperwork is required to be 

delivered to Kroll to effectuate the election.

If you revoke your election at any time before the Election Deadline, you may make an election to 

receive the National Non-Commutation Treatment (Option 2) at any time before the Election 

Deadline, in accordance with the instructions to submit an election above.

* * * * *

If you have any questions about your holdings, please contact your Nominee. Additionally, you 

must contact your Nominee to take any action described above.

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT 

THE BALLOTING AGENT, KROLL RESTRUCTURING ADMINISTRATION LLC 

(“KROLL”),5 BY TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO 

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. 

TO 7:00 P.M. (ATLANTIC STANDARD TIME) (SPANISH AVAILABLE), OR BY EMAIL 

AT PUERTORICOINFO@RA.KROLL.COM AND REFERENCE “NATIONAL 

DISTRIBUTION ELECTION” IN THE SUBJECT LINE. PLEASE NOTE THAT KROLL 

IS NOT AUTHORIZED TO PROVIDE, AND WILL NOT PROVIDE, LEGAL ADVICE.

All questions as to the validity, form and eligibility (including time of receipt) of your election 

will be determined by the Oversight Board, whose determination shall be final and binding on all 

parties. The Oversight Board and National reserve the absolute right to reject any or all elections 

that are not in proper form or the acceptance of which would, in its legal counsel’s opinion, be 

unlawful. The Oversight Board and National also reserve the right to waive any defects, 

irregularities or conditions as to an election. A waiver of any defect or irregularity in one instance 

shall not constitute a waiver of the same or any other defect or irregularity with respect to any 

other instance except to the extent the Oversight Board may otherwise so provide. An election 

shall not be deemed to have been made until any defects or irregularities have been waived by us 

or cured. None of the Oversight Board, National or the Balloting Agent, nor any other person will 

be under any duty to give notification of any defect or irregularity in this election, or will incur 

any liability to you for failure to give any such notification.

5 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC. 

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Exhibit A

Description CUSIP

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Schedule 6

Form of 3018(a) Motion

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INSTRUCTIONS FOR COMPLETING AND FILING 3018(A) MOTION

What to File. Your motion must be in writing, in English, and contain the following information

(a form of Rule 3018(a) motion is included that you may use).

(a) Contact Information. Your motion must include the name, address, telephone number, 

and email address of either (1) the claimant (you); or (2) your attorney or designated 

representative to whom the attorneys for the Debtor should serve a reply to the motion, if 

any.

(b) Claim Information. Your motion must contain the proof of claim number(s) related 

thereto from Kroll (You may search for your claim on 

https://cases.ra.kroll.com/puertorico/Home-ClaimInfo). If you do not have a proof of 

claim number, you must describe the nature and amount of your asserted claim.

(c) Reason(s) for filing. Your motion must contain a concise statement setting forth the 

reasons why the Court should permit you to vote on the Debtor’s plan of adjustment and, 

if not amount is included in your proof of claim, the amount that you assert to be owed by 

the Debtor.

(d) Signature. You must sign your motion. If you do not sign your motion, the clerk will not 

accept it for filing.

IMPORTANT NOTICE REGARDING SENSITIVE INFORMATION CONTAINED IN A 

MOTION.

Your motion should not include sensitive documents or information, such as copies of driver’s 

licenses, passports, birth certificates, Social Security cards, sensitive medical information or 

confidential business information. Sensitive information submitted to the Court must adhere to the 

following guidelines:

• Social Security numbers and taxpayer identification numbers should be redacted (that is, 

blacked out), except for their last four digits.

• Birthdays should be redacted, except for the year of an individual’s birth.

• The name of any individual known to be a minor should be redacted, except for that 

person’s initials.

THE PURPOSE OF RULE 3018(a) OF THE FEDERAL RULES OF BANKRUPTCY 

PROCEDURE IS TO ALLOW PARTIES TO REQUEST THE COURT TO 

TEMPORARILY ALLOW THEIR CLAIMS FOR THE PURPOSE OF VOTING ON 

THE PLAN OF ADJUSTMENT. 

THE COURT WILL DETERMINE AFTER NOTICE AND HEARING WHETHER TO 

ALLOW YOUR CLAIMS FOR PURPOSES OF VOTING ON THE PLAN. 

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2

• Financial account numbers should be redacted, except for their last four digits.

Any such sensitive or confidential information upon which a claimant relies in support of its 

motion must be provided directly to counsel for the Debtor, and will be kept confidential. You 

may provide this information by mailing it to the following address:

Counsel for the Oversight Board 

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036-8299 

Attn: Martin J. Bienenstock, Esq. 

Paul V. Possinger, Esq.

Ehud Barak, Esq.

Daniel S. Desatnik, Esq.

Where and How to File and Serve a Motion. Your motion should be filed with the Court on the 

dockets of (i) In re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In 

re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS. There are two methods that you 

can use to file your motion:

(a) Online. Registered users of the Court’s case filing system must file their motion 

electronically in searchable portable document format.

(b) By Mail. If you are not an attorney who is a registered user of the Court’s case filing 

system, you may file and serve a motion by mailing it to the Court’s Clerk’s office, the 

Oversight Board, and the Creditors’ Committee at the following addresses:

Clerk’s Office

United States District Court 

Room 150 Federal Building

San Juan, Puerto Rico 00918-1767

Counsel for the Oversight Board 

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036-8299 

Attn: Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Daniel S. Desatnik

Counsel for the Creditors’ Committee 

Paul Hastings LLP

200 Park Avenue

New York, New York 10166 

Attn: Luc A. Despins

James Bliss

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James Worthington

G. Alexander Bongartz

Your motion must be mailed or filed electronically so as to be received by the Clerk’s Office, the 

Oversight Board, and the Creditors’ Committee no later than the applicable deadline for filing your 

Bankruptcy Rule 3018(a) motion (refer to your Notice of Non-Voting Status for the applicable 

deadline).

If you are unable to file and serve a motion online or by mail as specified above, you may file a 

motion in person at the following address by the applicable deadline:

Clerk’s Office

United States District Court 

#150 Chardon Avenue Federal Building

San Juan, Puerto Rico 00918

A certificate of service should be included with your motion explaining how service was 

accomplished.

If you have any questions about filing and serving a motion, including questions about the Court’s 

case filing system, please contact the Kroll hotline at (844) 822-9231 (toll free for U.S. and Puerto 

Rico) or (646) 486-7944 (for international callers).

Additional Resources and Who to Contact with Questions

All documents filed in PREPA’s Title III Case, including copies of claims filed using CM/ECF, 

are available free online at https://cases.ra.kroll.com/puertorico. This website is maintained by 

Kroll and includes a searchable database to assist with locating documents.

If you require additional information, including the status of your motion, please contact the Kroll

hotline at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international 

callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish available). Inquiries 

may also be sent via email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the 

subject line).

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IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

MOTION PURSUANT TO RULE 3018(A) 

OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

FOR TEMPORARY ALLOWANCE OF CLAIM FOR VOTING PURPOSES

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 (“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-BK3567-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).

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

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

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Movant must provide all of the information below in English.

Part 1: Identify Yourself

Name 

Part 2: Where Should Notices Be Sent?

Name

Number Street

City State ZIP Code 

Contact phone 

Contact email

Part 3: Identify the Claim 

Proof of Claim Number (if any) 

(You may search for your claim on https://cases.ra.kroll.com/puertorico/Home-ClaimInfo) 

Please describe the nature of your claim, including the amount of your claim

Part 4: Explain Why You Should Be Permitted to Vote to Accept or Reject PREPA’s Plan of 

Adjustment

By filing this motion, you are seeking a court determination pursuant to Rule 3018(a) of the 

Federal Rules of Bankruptcy Procedure to temporarily allow your claim in an amount the court 

deems proper for purposes of voting to accept or reject the First Amended Title III Plan of 

Adjustment of the Puerto Rico Electric Power Authority.

Please provide below (1) the amount of your claim that should be allowed for voting purposes, and 

(2) the reasons why you believe you should be entitled to vote on the Debtor’s plan of adjustment 

(attach additional pages if necessary). Please also provide as much documentation as possible to 

support both the amount you are asserting and the reasons why you believe you should be entitled 

to vote:

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Part 5: Sign Below

I respectfully request that this Court enter an order temporarily allowing my claim in the amount 

above for purposes of voting to accept or reject the First Amended Title III Plan of Adjustment of the 

Puerto Rico Electric Power Authority.

Executed on date _______________________________________ (MM/DD/YYYY)

Signature _________________________________________________________

Print the name of the person who is completing and signing this motion:

__________________________________________________________________

First name Middle name Last name 

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Schedule 7(a)

Creditors’ Committee Letter

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Schedule 7(b)

Plan Summary

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EXHIBIT B

Second Revised Proposed Order Redline

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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,

Debtor.

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-4780-LTS

(Jointly Administered)

ORDER (I) APPROVING DISCLOSURE STATEMENT, (II) FIXING VOTING

RECORD DATE, (III) APPROVING CONFIRMATION HEARING NOTICE AND

CONFIRMATION SCHEDULE, (IV) APPROVING SOLICITATION PACKAGES

AND DISTRIBUTION PROCEDURES, (V) APPROVING FORMS OF BALLOTS AND

VOTING AND ELECTION PROCEDURES, (VI) APPROVING NOTICE OF

NON-VOTING STATUS, (VII) FIXING VOTING, ELECTION, AND CONFIRMATION

DEADLINES, AND (VIII) APPROVING VOTE TABULATION PROCEDURES

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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 (“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).

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Upon the motion (the “Motion”),2 dated December 16, 2022, of the Puerto Rico Electric

Power Authority (“PREPA” or the “Debtor”), by and through the Financial Oversight and

Management Board for Puerto Rico (the “Oversight Board”), as representative of the Debtor

under PROMESA Section 315(b), pursuant to Sections 105, 502, 1125, 1126(a), 1126(b),

1126(c), 1126(e), 1126(f), 1126(g), and 1128 of title 11 of the United States Code (made

applicable to the Title III Cases pursuant to PROMESA Section 301(a)) (the “Bankruptcy

Code”), Federal Rules of Bankruptcy Procedure (made applicable to the Title III Cases pursuant

to PROMESA Section 310) (the “Bankruptcy Rules”) 2002, 3016, 3017, 3018, 3020, 9013,

9014, and 9021, and Local Bankruptcy Rules for the United States Bankruptcy Court for the

District of Puerto Rico (the “Local Rules”) 3016-2 and 9013-1 requesting an order: (i) approving

the proposed Disclosure Statement (as defined below), (ii) fixing a Voting Record Date for

voting on the Plan (as defined below), (iii) approving the Confirmation Hearing Notice and

confirmation schedule, (iv) approving the proposed contents of the Solicitation Package and

procedures for distribution thereof, (v) approving the forms of ballots, and establishing

solicitation, voting, and balloting procedures, (vi) approving the form and manner of Notice of

Non-Voting Status, (vii) fixing a Voting Deadline, (viii) approving procedures for tabulating

creditor votes, and (ix) related relief, all as more fully described in the Motion; and the Court

having subject matter jurisdiction to consider the Motion and the relief requested therein

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

pursuant to PROMESA Section 307(a); and due and proper notice of the Motion having been

provided and it appearing that no other or further notice need be provided; and the Court having

2 Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Motion or the

Plan (as defined below), as applicable.

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A. The Debtor, by and through the Oversight Board, as the Debtor’s representative in

its Title III Case pursuant to PROMESA Section 315(b), has full authority to propose and

prosecute the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment

of the Puerto Rico Electric Power Authority, dated February 921, 2023 (as the same may be

amended or modified, including all exhibits and attachments thereto, the “Disclosure

Statement”) [Case No. 17-4780, ECF No. _____]4 and the First Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority, dated February 9, 2023 (as the same

may be amended or modified, including all exhibits and supplements thereto, the “Plan”) [ECF

No. _____].

B. The Disclosure Statement (including the exhibits attached thereto) contains

adequate information within the meaning of Section 1125 of the Bankruptcy Code, and no other

or further information is necessary for purposes of soliciting acceptances and rejections of the

Plan as set forth herein.

held a hearing on February 28, 2023, to consider the adequacy of the information contained in

the Disclosure Statement and the additional relief requested in the Motion (the “Disclosure

Statement Hearing”); and the Court having determined the relief sought in the Motion is in the

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

determined the legal and factual bases set forth in the Motion establish just cause for the relief

granted herein, it is hereby found and determined that:3

3 The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law

pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014.

4 Docket references contained herein shall refer to the docket for Case No. 17-4780 unless otherwise specified.

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C. The Disclosure Statement (including the exhibits attached thereto) provides

holders of Claims and other parties in interest with sufficient notice of the injunction,

exculpation, and release provisions contained in Articles XXVII and XXXVI of the Plan in

satisfaction of the requirements of Bankruptcy Rule 3016(c).

D. The forms of ballots, substantially in the forms attached hereto as Schedules 3(a)

– 3(e) (each a “Ballot”) and the form of election notice, substantially in the form attached hereto

as Schedule 5 (the “Election Notice”), are consistent with Official Bankruptcy Form No. B 314,

adequately address the particular needs of the Title III Case, and are appropriate for the relevant

Classes of Claims entitled under the Plan to vote to accept or reject the Plan and/or make an

election of the form of distribution pursuant to the Plan, as applicable.

E. Ballots to vote to accept or reject the Plan (or, with respect to Settling

Bondholders, Non-Settling Bondholders, and holders of Claims in Class 4 (Fuel Line Loan

Claims), instructions to submit a vote on ATOP) need only be provided to:

(a) Settling Bondholders and Settling Monolines on account of PREPA Revenue

Bond Claims in Class 1 (Settling Bondholder and Settling Monoline Claims);

(b) Non-Settling Bondholders on account of PREPA Revenue Bond Claims in

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) that

are not insured by a Monoline Insurer;

(c) Non-Settling Monolines on account of PREPA Revenue Bond Claims in Class

2 (Non-Settling Bondholder and Non-Settling Monoline Claims) that are

insured by a Monoline Insurer;

(d) National Public Finance Guarantee Corporation (“National”) on account of

National Insured Bond Claims in Class 5 (National Insured Bond Claims); and

(e) holders of Claims in Class 3 (Pension Claims), Class 4 (Fuel Line Loan

Claims), Class 6 (National Reimbursement Claim), Class 7 (General

Unsecured Claims), Class 8 (Vitol Claims), Class 9 (Assured Insured Interest

Rate Swaps Claims), Class 11 (Eminent Domain/Inverse Condemnation

Claims), and Class 12 (Federal Claims).

4

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Beneficial Owners of Claims in Class 5 (National Insured Bond Claims) shall be entitled to

receive an Election Notice and make an election with respect to the form of distribution pursuant

to the Plan to the extent such elections are provided pursuant to the Plan. Beneficial Owners of

Claims in Class 1 (Settling Bondholder and Settling Monoline Claims) that are insured by a

Settling Monoline and Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)

that are insured by a Non-Settling Monoline, shall be entitled to receive a Notice of Non-Voting

Status informing such Beneficial Owners that a Settling Monoline or Non-Settling Monoline, as

applicable, shall be entitled to vote to approve or reject the Plan on account of such Claims.

F. The solicitation procedures established pursuant to this Order provide Settling

Bondholders and Settling Monolines in Class 1 the right to vote to reject the Plan,

notwithstanding such Settling Bondholders’ and Settling Monolines’ entry into a Monoline

Settlement Agreement or Uninsured Bond Settlement Agreement, as applicable, prior to the

commencement of the solicitation of votes to accept or reject the Plan, and, therefore, the

solicitation of the Monoline Settlement Agreement or Uninsured Bond Settlement Agreement, as

applicable, is not a solicitation of votes on the Plan. See Findings of Fact and Conclusions of

Law in Connection with Confirmation of the Modified Eighth Amended Title III Joint Plan of

Adjustment of the Commonwealth of Puerto Rico, the Employees Retirement System of the

Government of the Commonwealth of Puerto Rico, and the Puerto Rico Public Buildings

Authority [ECF No. 19812 in Case No. 12-3283] at ¶¶ 141, 143.

G. Ballots need not be provided to the holders of Claims in Class 10 (Ordinary

Course Customer Claims) and Class 13 (Convenience Claims), because the holders of these

Claims are unimpaired pursuant to the Plan and are deemed to accept the Plan.

5

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H. Ballots need not be provided to the holders of Claims in Class 14 (Section 510(b)

Subordinated Claims), because such holders will receive no distributions pursuant to the Plan

and are deemed to reject the Plan.

I. The period set forth below, during which the Debtor may solicit acceptances and

rejections to the Plan and elections with respect to the form of distribution thereunder, is a

reasonable period of time for eligible holders of Claims to vote on the Plan or make elections

regarding the form of distributions pursuant to the Plan.

J. The procedures set forth below regarding notice to all parties in interest of (a) the

time, date, and place of the hearing to consider confirmation of the Plan (the “Confirmation

Hearing”), (b) the deadline for filing of objections or responses to (i) the proposed confirmation

of, or proposed modifications to, the Plan, or (ii) the Proposed Confirmation Order

(“Confirmation Objections”), and (c) the distribution and contents of the solicitation packages

(the “Solicitation Packages”) provide a fair and equitable notice and voting process and comply

with Bankruptcy Rules 2002, 3017, and 3018 and constitute sufficient notice to all interested

parties of the Voting Record Date, the Voting Deadline, the Election Deadline, the Confirmation

Objection Deadline, the Confirmation Hearing, and all related matters.

NOW, THEREFORE, IT IS HEREBY ORDERED AS FOLLOWS:

1. The Motion is granted as modified herein, and all other objections to the Motion

and the Disclosure Statement are overruled.

2. The Disclosure Statement is approved in its entirety, and the Debtor may

accordingly solicit acceptances and rejections of the Plan as set forth herein.

3. The forms of Ballots and Election Notice are approved.

6

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7

4. The Creditors’ Committee’s recommendation letter, substantially in the form

attached hereto as Schedule 7(a) (the “Creditors’ Committee Letter”),5 and the Plan Summary

substantially in the form attached hereto as Schedule 7(b) (the “Plan Summary”)6 is approved

pursuant to section 1125 of the Bankruptcy Code.

Confirmation Procedures and Deadlines

5. The Confirmation Hearing will be held on July 17–21, 24, 26–28, 2023 at 9:30

a.m. (Atlantic Standard Time); provided, however, that the Confirmation Hearing may be

continued from time to time without further notice other than through adjournments announced

in open Court or as indicated in any notice of agenda of matters scheduled for hearing filed with

the Court.

6. The Confirmation Hearing Notice setting forth the time, date, and place of the

Confirmation Hearing, substantially in the form attached hereto as Schedule 2, is approved.

7. The Debtor shall cause the Balloting Agent to complete the mailing of the

Confirmation Hearing Notice in accordance with the Bankruptcy Rules and Local Rules on or

before five (5) business days after entry of this Order, or as soon as reasonably practicable

thereafter.

8. The Debtor, through Kroll, shall publish the Confirmation Hearing Notice, on one

occasion, in each of El Nuevo Dia in Spanish (primary circulation is in Puerto Rico), The San

Juan Daily Star in English (primary circulation is in Puerto Rico), El Diario in Spanish (primary

circulation is in New York), El Nuevo Herald in Spanish (primary circulation is Miami), The

5 The Creditors’ Committee shall provide the Oversight Board with finalized English and Spanish versions of the

Creditors’ Committee Letter no later than two (2) business days after entry of this Order.

6 The Plan Summary is the same summary contained in Section II.B of the Disclosure Statement. The Plan

Summary is subject in its entirety to all disclaimers and provisions of the Disclosure Statement.

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New York Times, The Bond Buyer, El Vocero in Spanish (primary circulation is in Puerto Rico),

and Primera Hora in Spanish (primary circulation is in Puerto Rico) to the extent possible,

during the week beginning on (1) April 17, 2023, (2) May 8, 2023, and (3) May 29, 2023, which

notice is hereby approved and constitutes adequate and sufficient notice and complies with

Bankruptcy Rule 2002. To the extent any of the above publications are unable to publish or

suspends publication during the time periods above, the Debtor is permitted to use reasonable

best efforts to secure a similar alternative publisher without further order of the Court.

9. The Debtor, through Kroll, shall cause no less than ten (10) radio advertisements,

to be aired to the extent possible during the periods from (i) April 17, 2023 up to and including

April 21, 2023, (ii) May 8, 2023 up to and including May 12, 2023, and (iii) May 29, 2023 up to

and including June 2, 2023 (for a total of thirty (30) radio advertisements), on (a) WMEG FM

(contemporary hit radio) in Spanish and (b) WKAQ AM (Spanish language talk radio) in

Spanish, informing listeners of (i) the approval of the Disclosure Statement and the scheduling to

the Confirmation Hearing, (ii) the date by which Confirmation Objections must be filed and

served, (iii) the Voting Deadline and Election Deadline, and (iv) an information hotline to

receive certain additional information. To the extent any of the above radio stations are unable

to broadcast or suspends broadcasting during the time period above, the Debtor is permitted to

use reasonable best efforts to secure a similar alternative radio station, if feasible given the time

required to produce a radio advertisement, without further order of the Court.

10. The Debtor shall file the Proposed Confirmation Order no later than 5:00 p.m.

(Atlantic Standard Time) on May 31, 2023.

11. Any Confirmation Objections must:

a. be in writing, in English, and signed,

b. state the name, address, and nature of the Claim of the objecting or responding

party,

8

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c. state with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the proposed

Plan or proposed order confirming the Plan to resolve any such objection or

response,

d. be served so as to be actually received by 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: the Puerto Rico Electric Power

Authority ); and

e. be filed, together with proof of service, with the Court on the dockets of (i) In

re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii)

In re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS and served

so that such objections and responses are actually received by no later than

5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Confirmation

Objection Deadline”).

12. Confirmation Objections that are not timely filed, served, and actually received in

the manner set forth above shall not be considered and shall be deemed overruled.

13. Any objecting party that has not filed a timely Confirmation Objection will not be

permitted to make an oral presentation at the Confirmation Hearing.

14. The Debtor and other parties in interest are authorized to file and serve no later

than 5:00 p.m. (Atlantic Standard Time) on June 21, 2023: (i) replies or an omnibus reply to

any objections to the confirmation of the Plan; (ii) the Debtor’s memorandum of law in support

of confirmation of the Plan; (iv) voting results tabulation; and (v) the Debtor’s proposed findings

of fact and conclusions of law.

15. Any objection to the Debtor’s (i) voting results tabulation and/or (ii) proposed

findings of fact and conclusions of law must:

a. be in writing, in English, and signed,

b. state the name, address, and nature of the Claim of the objecting or responding

party,

c. state with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in proposed

findings of fact and conclusions of law to resolve any such objection or

response,

9

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d. be served so as to be actually received by 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: the Puerto Rico Electric Power

Authority );

e. be filed, together with proof of service, with the Court on the dockets of (i) In

re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii)

In re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS and served

so that such objections and responses are actually received by no later than

5:00 p.m. (Atlantic Standard Time) on June 28, 2023.

16. The Debtor and other parties in interest are authorized to file and serve no later

than 5:00 p.m. (Atlantic Standard Time) on July 5, 2023 replies or an omnibus reply to any

objections to the Debtor’s (i) voting results tabulation and (ii) proposed findings of fact and

conclusions of law.

Solicitation Procedures and Deadlines; Vote Tabulation

17. The record date for purposes of determining creditors entitled to vote on the Plan

(except Classes 1, 2, 4, and 5 (collectively, the “ATOP Classes”)7) or, in the case of the

non-voting Classes, to receive the applicable Notice of Non-Voting Status, shall be February

28, 2023 (the “Voting Record Date”).

18. With respect to any transferred Claim (except for any Uninsured PREPA Revenue

Bond Claims in Class 1 (Settling Bondholder and Settling Monoline Claims) and Class 2

(Non-Settling Bondholder and Non-Settling Monoline Claims)), the transferee shall be entitled

7 For the avoidance of doubt, because holders of Claims in the ATOP Classes must submit their vote and/or

election through DTC’sthe Automated Tender Offer Platform (“ATOP”) at The Depository Trust Company

(“DTC”), the Voting Record Date shall not apply to the ATOP Classes; provided, however, the Voting Record

Date shall apply to (i) any PREPA Revenue Bonds formerly insured by Assured in the primary market, and the

principal amount of which was paid by Assured on or after the original maturity date of such bonds (the “Assured

Matured Bonds”) or (ii) any claim arising from PREPA Revenue Bonds for which voting through ATOP cannot

be established (“ATOP Ineligible Bonds”), the holder as of the Voting Record Date of the (i) claims arising from

the Assured Matured Bonds (including, without limitation, Assured) and (ii) claims arising from ATOP Ineligible

Bonds shall not be required to tender such bonds through ATOP, and instead shall be provided with a ballot with

which to vote such claims.

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11

Settling Bondholder and Settling Monoline

Claims8 Class 1

Non-Settling Bondholder and Non-Settling

Monoline Claims9 Class 2

Class

to receive a Solicitation Package and vote to accept or reject the Plan on account of the

transferred Claim only if: (a) all actions necessary to effect the transfer of the Claim pursuant to

Bankruptcy Rule 3001(e) have been completed by the Voting Record Date; or (b) the transferee

files, no later than the Voting Record Date, (i) the documentation required by Bankruptcy Rule

3001(e) to evidence the transfer, and (ii) a sworn statement of the transferor supporting the

validity of the transfer. In the event a Claim is transferred after the transferor has completed,

executed, and returned a Ballot, the transferee of such Claim shall be bound by any vote (and the

consequences thereof) made on the Ballot by such transferor of such transferred Claim.

19. Cede & Company and The Depository Trust Company (“DTC”) shall provide the

Debtor within seven (7) Business Days of the date of this Order, or as soon as possible thereafter,

a listing of the names and addresses of all Nominees that as of the Voting Record Date held,

directly or indirectly, any of the securities with respect to Classes 1, 2, 4, and 5.

20. The Debtor shall cause the Balloting Agent to complete the mailing of the

appropriate Solicitation Package by the date that is twenty-eight (28) days following entry of

this Order, or as soon as reasonably practicable thereafter (the “Solicitation Mailing Date”)

to all known holders (as of the Voting Record Date) of Claims in the following classes

(collectively, the “Voting Classes”):

8 Solicitation Packages shall be provided to Settling Bondholders and Settling Monolines in Class 1.

9 Solicitation Packages shall be provided to Beneficial Owners of PREPA Revenue Bonds that are not insured and

Non-Settling Monolines in Class 2.

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12

General Unsecured Claims

Fuel Line Loan Claims

Class 7

Class 4

Vitol Claims Class 8

Assured Insured Interest Rate Swaps Claims

National Insured Bond Claims11

Class 9

Pension Claim10

Class 5

Eminent Domain/Inverse Condemnation Claims Class 11

Class 3

Federal Claims

National Reimbursement Claim

Class 12

21. The Debtor shall not be required to mail or cause to be mailed Solicitation

Packages to any holders of Claims that are, as of the Voting Record Date, marked on the Title III

register maintained by Kroll as subject to administrative reconciliation procedures pursuant to

the Order (A) Authorizing Administrative Reconciliation of Claims, (B) Approving Additional

Form of Notice, and (C) Granting Related Relief [Case No. 17-3283, ECF No. 12274]

(“Administrative Reconciliation Order”), as such holders shall not be entitled to vote such

Claims to accept or reject the Plan, unless such holder’s claim has been allowed pursuant to an

order of the Court on or before the Voting Deadline;12 provided, however, the Debtor shall

complete, by no later than the Solicitation Mailing Date, the service of (i) the Confirmation

Hearing Notice, and (ii) a Notice of Non-Voting Status to such holders of Claims.

22. Solicitation Packages mailed to creditors holding Claims in the Voting Classes

will contain, in English and Spanish translation: (i) the Confirmation Hearing Notice; (ii) a flash

Class 6

Class

10 A Solicitation Package shall only be provided to the Puerto Rico Electric Power Authority Employee Retirement

System (the “SREAEE” by its Spanish acronym) on account of the Pension Claim in Class 3.

11 A Solicitation Package shall only be provided to National on account of National Insured Bond Claims in Class 5.

12 For the avoidance of doubt, holders of Claims transferred into the alternative dispute procedures pursuant to the

Order (A) Authorizing Alternative Dispute Resolution Procedures, (B) Approving Additional Form of Notice,

and (C) Granting Related Relief [ECF No. 12576 in Case No. 17-03283] will not be precluded from voting such

Claims to accept or reject the Plan, except as otherwise provided in this Order.

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13

drive (or otherwise in the Debtor’s discretion)13 containing this Disclosure Statement Order

(without the exhibits hereto) and Disclosure Statement (together with all exhibits thereto,

including the Plan); (iii) the appropriate form of Ballot or Election Notice, if any, with

instructions for voting and/or making any applicable election, and, as applicable, a

pre-addressed, pre-paid return envelope, and (iv) with respect to Class 7, the Creditors’

Committee Letter and Plan Summary.

23. If it is a Nominee’s (or Nominee’s agent’s) customary and accepted practice to (i)

forward the solicitation information to (and collect votes from) Beneficial Owners by voter

information form, email, telephone or other customary means of communications, as applicable,

or (ii) provide to Beneficial Owners an electronic link to the solicitation materials (including, but

not limited to, the Disclosure Statement and Plan), the Nominee (or Nominee’s agent) may

employ that method of communication in lieu of sending the flash drive, paper Notice, and/or

Solicitation Package, as applicable. In such instances, the Nominee (or Nominee’s agent) may

return any excess or unused flash drives or paper copies to the Balloting Agent.

24. The Debtor is authorized, but not required, to distribute the Disclosure Statement

(together with all exhibits thereto) and the Disclosure Statement Order to the Voting Classes in

electronic format (flash drive); provided, however, the Confirmation Hearing Notice, Ballots,

Election Notice, Creditors’ Committee Letter, and Plan Summary (each, as applicable) shall only

be provided in paper format.

13 For the avoidance of doubt, the Debtor reserves the right (in its sole discretion) to distribute the Disclosure

Statement (together with all exhibits thereto) and the Disclosure Statement Order in paper format to a subset of

voting creditors if it is determined to be the most effective method of serving such a population of prospective

voters.

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25. Upon receipt of a request for a paper copy of the Disclosure Statement, Plan,

and/or Disclosure Statement Order, the Balloting Agent shall, within three (3) business days of

receipt of the request or as soon as reasonably practicable thereafter, deposit the requested

documents with a postal or shipping service to deliver the requested documents.

26. On or before the Solicitation Mailing Date, the Debtor shall provide (i) complete

Solicitation Packages (excluding Ballots) to:

a. the U.S. Trustee,

b. counsel to AAFAF,

c. counsel to the Official Committee of Unsecured Creditors; Paul Hastings

LLP, 200 Park Avenue, New York, NY 10166, Attn: Luc A. Despins, Esq.

and G. Alexander Bongartz, Esq.

d. the Puerto Rico Energy Bureau;

and (ii) the Disclosure Statement Order (excluding the exhibits thereto) and the Confirmation

Hearing Notice to the Debtor’s Bankruptcy Rule 2002 list as of the Voting Record Date.

27. The Debtor shall complete, by no later than the Solicitation Mailing Date, the

service of (i) the Confirmation Hearing Notice, and (ii) a Notice of Non-Voting Status to all

known holders (as of the Voting Record Date) or Beneficial Owners, as applicable, of Claims in

the following Classes:

 Class 1 (Settling Bondholder and Settling Monoline Claims) – solely with

respect to Beneficial Owners of PREPA Revenue Bonds insured by a Settling

Monoline.

 Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) –

solely with respect to Beneficial Owners of PREPA Revenue Bonds insured

by a Non-Settling Monoline.

 Class 10 (Ordinary Course Customer Claims)

 Class 13 (Convenience Claims)

14

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 Class 14 (Section 510(b) Subordinated Claims)

28. The Debtor shall complete, by no later than the Solicitation Mailing Date, the

service of (i) the Confirmation Hearing Notice, and (ii) a Notice of Non-Voting Status to all

known holders of Claims for which the Debtor has served an objection or request for estimation

as to a Claim as of the Solicitation Mailing Date.

29. The Debtor shall not be required to send Solicitation Packages to (i) any holder of

an unimpaired Claim under the Plan or that is otherwise deemed to accept the Plan, (ii) any

holder of a Claim in a Class deemed to reject the Plan, (iii) any party who holds a Claim,

whether in the form of a filed proof of claim, or an amount listed on the list of creditors filed by

the Debtor pursuant to Sections 924 and 925 of the Bankruptcy Code (as amended or modified,

the “List of Creditors”) in an amount of $0.00, (iv) any holder of a Claim to which the Debtor

has served an objection or request for estimation, or that has been expunged by order of the

Court, and (v) a creditor that has a Claim that has already been paid in full.

30. With respect to addresses from which notices of the Disclosure Statement hearing

were returned as undeliverable by the United States Postal Service, the Debtor is excused from

mailing Solicitation Packages or any other materials related to voting on or confirmation of the

Plan to entities listed at such addresses. For purposes of serving the Solicitation Packages, the

Debtor is authorized to rely on the address information for all Classes as compiled, updated, and

maintained by the Balloting Agent as of the Voting Record Date. In addition, to the extent any

Solicitation Packages are returned as undeliverable by the United States Postal Service

(including Solicitation Packages from voting creditors), neither the Debtor nor the Balloting

Agent are required to conduct additional research for updated addresses or to attempt to re-serve

the Solicitation Packages on such parties.

15

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31. The forms of Notice of Non-Voting Status (Schedule 4(a) – 4(e)) are hereby

approved.

32. The Notices of Non-Voting Status are hereby deemed to satisfy the requirements

of the Bankruptcy Code and the Bankruptcy Rules, and the Debtor shall not be required to

distribute copies of the Plan, Disclosure Statement, and/or Disclosure Statement Order to any

holder of a Claim in the following Classes, except as to parties who request, in writing, copies of

such documents:

 Class 1 (Settling Bondholder and Settling Monoline Claims) – solely with

respect to Beneficial Owners of PREPA Revenue Bonds insured by a Settling

Monoline.

 Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) –

solely with respect to Beneficial Owners of PREPA Revenue Bonds insured

by a Non-Settling Monoline.

 Class 10 (Ordinary Course Customer Claims)

 Class 13 (Convenience Claims)

 Class 14 (Section 510(b) Subordinated Claims)

33. Each Ballot must be executed, completed, and delivered to the Balloting Agent (i)

by U.S. first-class mail, in the return envelope provided with each Ballot (or otherwise by

first-class mail); (ii) by overnight courier; (iii) by hand delivery, or (iv) Kroll’s e-balloting

platform (where permitted), so that executed and completed Ballots are received by Kroll, the

Balloting Agent, by no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, unless

such time is extended (the “Voting Deadline”). Holders of Claims in the ATOP Classes, other

than (i) Monoline Insurers (or a Monoline Insurer’s transferee if the Monoline Insurer’s right to

vote has been transferred in accordance with decretal paragraph 18) and, (ii) holders of claims

arising from the Assured Matured Bonds, and (iii) holders of claims arising from ATOP

16

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17

Ineligible Bonds, must deliver their voting instructions to the Nominee according to the

instructions in the applicable Notice in sufficient time for the Nominee to receive and effectuate

the creditor’s vote through ATOP in accordance with the procedures of DTC by the Voting

Deadline; provided, however, that any creditor who has executed, completed, and delivered

through ATOP in accordance with the procedures of DTC its vote to accept or reject the Plan

may revoke such vote and withdraw any securities that have been tendered with respect to a vote

through ATOP in accordance with the procedures of DTC on or before the Voting Deadline.14

34. An election of the form of distribution pursuant to the Plan must be executed,

completed, and delivered to the Nominee in accordance with the instructions under the Election

Notice so as to be effectuated through ATOP in accordance with the procedures of DTC by no

later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, unless such time is extended

(the “Election Deadline”); provided, however, that any election of the form of distribution

pursuant to the Plan executed, completed, and delivered through ATOP in accordance with the

procedures of DTC on or before the Election Deadline shall be deemed to be made as of the

Election Deadline; provided, further, that any creditor who has executed, completed, and

delivered through ATOP in accordance with the procedures of DTC its election of the form of

distribution pursuant to the Plan may revoke such election and withdraw any securities that have

been tendered with respect to an election through ATOP in accordance with the procedures of

DTC on or before the Election Deadline.

14 The Debtor has established that it is necessary to conduct this solicitation of votes and election of distributions,

as applicable, with respect to the ATOP Classes through the DTC ATOP platform due to the magnitude and

complexity of effectuating distributions among holders of Claims in the ATOP Classes.

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18

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

The Solicitation Agent may close any such on-island ballot collection sites (at its sole

discretion), or as required by law, including, without limitation, local ordinances. To the extent

any of the above locations are unavailable or are closed, the Debtor is permitted to use

reasonable best efforts to secure an alternative location without further order of the Court. The

Debtor shall make copies of the Disclosure Statement and Plan available at each on-island ballot

35. The Solicitation Agent shall use reasonable efforts to keep each of the following

on-island ballot collection site listed below open for the full period between April 10, 2023 and

June 7, 2023:

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collection site.

36. All securities that are tendered with respect to a vote to accept or reject the Plan

shall be restricted from further trading or transfer until the filing of the voting results tabulation

on or before June 21, 2023.

37. All securities that are tendered with respect to an election of distributions under

the Plan shall be restricted from further trading or transfer through the Effective Date of the Plan

to facilitate individualized distributions at the beneficial holder level to holders of such

securities.

38. The Beneficial Owners of Settling Bondholder Claims and Settling Monolines

holding Settling Monoline Claims in Class 1 (Settling Bondholder and Settling Monoline

Claims) are entitled to cast a vote with respect to such Class. The Beneficial Owners of

uninsured securities giving rise of Claims in Class 2 (Non-Settling Bondholder and Non-Settling

Monoline Claims) and the Non-Settling Monolines holding Non-Settling Monoline Claims in

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) are entitled to cast a vote

with respect to such Class. Only National will be entitled to cast a vote with respect to Class 5.

With respect to any Claims in Classes 1, 2, and 5 arising from Insured PREPA Revenue Bonds

owned by a Monoline Insurer, by subrogation or otherwise, if the respective Monoline Insurer

transfers the right to vote such Claim prior to the Voting Record Date in accordance with

decretal paragraph 18 above, then the transferee shall be entitled to receive a Solicitation

Package and a Formform of Ballot in the transferee’s name.

19

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20

39. PREPA Revenue Bond Claims in Class 1 (Settling Bondholder and Settling

Monoline Claims) shall be deemed allowed in the aggregate amount of $[___]15 solely for

purposes of voting to accept or reject the Plan. PREPA Revenue Bond Claims in Class 2

(Non-Settling Bondholder and Non-Settling Monoline Claims) shall be deemed allowed in the

aggregate amount of $[___]16 solely for purposes of voting to accept or reject the Plan. For the

avoidance of doubt, holders of PREPA Revenue Bond Claims in Class 1 (Settling Bondholder

and Settling Monoline Claims) and Class 2 (Non-Settling Bondholder and Non-Settling

Monoline Claims) are not required to file a motion for an order pursuant to Bankruptcy Rule

3018(a) (a “3018(a) Motion”) in order to vote to accept or reject the Plan. The allowance of

PREPA Revenue Bond Claims in Classes 1 and 2 solely for purposes of voting to accept or reject

the Plan pursuant to this decretal paragraph 39 shall not prejudice any parties in connection with

the Amended Lien & Recourse Challenge.

40. Solely for purposes of voting to accept or reject the Plan and not for the purpose

of the allowance of, or distribution on account of, a Claim, and without prejudice to the rights of

the Debtor in any other context, each Claim within a Class of Claims entitled to vote is

temporarily allowed in an amount equal to the amount of such Claim as set forth in the claims

register; provided:

a. If a Claim is deemed allowed under the Plan, such Claim is allowed for voting

purposes in the deemed allowed amount set forth in the Plan;

b. If a Claim for which a proof of claim has been timely filed is wholly

contingent, unliquidated, or disputed, undetermined, or unknown in amount,

15 [Solely for purposes of voting on the Plan, to be determined after the Settlement Offer Deadline, but prior to the

Disclosure Statement Hearing on February 28, 2023.]

16 [Solely for purposes of voting on the Plan, $8,476,517,345.39 less (i) aggregate PREPA Revenue Bond Claims

held by Settling Bondholders and Settling Monolines, and (ii) National Insured Bond Claim ($836,145,928.13).

To be determined after the Settlement Offer Deadline, but prior to the Disclosure Statement Hearing on February

28, 2023.]

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21

such Claim shall be temporarily allowed for voting purposes only, and not for

purposes of allowance or distribution, at $1.00, and the Ballot mailed to the

holder of such Claim shall be marked as voting at $1.00; unless such Claim is

disputed as set forth in subparagraph “h” below;

c. If a proof of claim was timely filed in an amount that is liquidated,

non-contingent, and undisputed, such Claim is temporarily allowed in the

amount set forth on the proof of claim, unless such Claim is disputed as set

forth in subparagraph “h” below;

d. If a Claim is listed on a timely filed proof of claim as contingent, unliquidated,

or disputed in part, such Claim is temporarily allowed in the amount that is

liquidated, non-contingent, and undisputed for voting purposes only, and not

for purposes of allowance or distribution;

e. If a Claim has been estimated or otherwise allowed for voting purposes by

order of the Court, such Claim is temporarily allowed in the amount so

estimated or allowed by the Court for voting purposes only, and not for

purposes of allowance or distribution;

f. If a Claim is listed in the List of Creditors as contingent, unliquidated, or

disputed and a proof of claim was not (i) filed by the earlier of the applicable

bar date for the filing of proofs of claim established by the Court or the Voting

Record Date (as applicable); or (ii) deemed timely filed by an order of the

Court prior to the Voting Record Date, such Claim shall not be entitled to vote

to accept or reject the Plan;

g. Proofs of claim filed for $0.00 or Claims that have been expunged by order of

the Court are not entitled to vote;

h. If the Debtor has served an objection, request for estimation, or ACR transfer

notice as to a Claim at least forty (40) days before the Voting Deadline, such

Claim is temporarily disallowed for voting purposes only and not for purposes

of allowance or distribution, except to the extent and in the manner as may be

set forth in such objection, or as ordered by the Court before the Voting

Deadline;17

i. If the Debtor has served an objection specifically seeking to reduce the

amount of the Claim but otherwise allow it for voting purposes, such Claim is

allowed for voting purposes only in the amount sought in the objection;

j. Any holders of Claims that are, as of the Voting Deadline, marked on the Title

III register maintained by Kroll as subject to administrative reconciliation

17 For the avoidance of doubt, Paragraph 40(h) of this Order shall not apply to any Claim that is Allowed pursuant

to the Plan.

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procedures pursuant to the Administrative Reconciliation Order shall not be

entitled to vote such Claims to accept or reject the Plan;

k. For purposes of the numerosity requirement of Section 1126(c) of the

Bankruptcy Code separate Claims held by a single creditor in a particular

Class shall be aggregated based on the reasonable efforts of the Debtor and

Balloting Agent as if such creditor held one Claim against the applicable

Debtor in such Class, and the votes related to such Claims shall be treated as a

single vote to accept or reject the Plan;

l. Notwithstanding anything to the contrary contained herein, any creditor who

has filed or purchased duplicate Claims within the same Voting Class may be

provided with only one Solicitation Package and one Ballot for voting a single

Claim in such Class, regardless of whether the Debtor has objected to such

duplicate Claims;

m. If a proof of claim has been amended by a later filed proof of claim filed on or

before the Voting Record Date, only the later filed amending Claim will be

entitled to vote, regardless of whether the Debtor has objected to such earlier

filed Claim;

n. Notwithstanding anything contained herein to the contrary, the Balloting

Agent, in its discretion, may (but is not required to) contact voters to cure any

defects in the Ballots and is authorized to so cure any defects;

o. There shall be a rebuttable presumption that any claimant who submits a

properly completed, superseding Ballot, or withdraws a Ballot on or before the

Voting Deadline has sufficient cause, within the meaning of Bankruptcy Rule

3018(a), to change or withdraw such claimant’s acceptance or rejection of the

Plan, such that the earlier submitted Ballot shall be deemed superseded or

withdrawn, as applicable; and

p. Any Class that contains claims entitled to vote but no votes are returned for

such Class shall be deemed to have accepted the Plan.

41. The following additional procedures shall apply with respect to tabulating votes in

the ATOP Classes:

a. For the purposes of tabulating votes, (i) each Beneficial Owner entitled to vote

securities held through DTC shall be deemed to have voted only the principal

amount of its public securities as submitted through and reflected in ATOP;

(ii) each Monoline Insurer, shall be deemed to have voted only the principal

amount of the PREPA Revenue Bonds insured by such Monoline Insurer as

submitted through and reflected on the Formform of Ballot; and (iii) each

holder (including, if applicable, Assured) of claims arising from any PREPA

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Revenue Bonds formerly insured by Assured in the primary market the

principal amount of which was paid by Assured on or after the original

maturity date shall be deemed to have voted only the principal amount of

such claims as reflected on the Formform of Ballot; and (iv) each holder of

claims arising from ATOP Ineligible Bonds shall be deemed to have voted

only the principal amount of such claims as reflected on the form of Ballot.

Any principal amounts thus voted in accordance with clauses (i), (ii) or, (iii),

or (iv) above may be thereafter adjusted by the Balloting Agent, on a

proportionate basis with a view to the amount of securities actually voted, to

reflect the corresponding claim amount with respect to the securities thus

voted, including any accrued but unpaid prepetition interest or accreted

principal, as applicable.

b. If conflicting votes or “over-votes” are submitted by a Nominee, the Balloting

Agent shall use reasonable efforts to reconcile discrepancies with the

Nominee.

42. If any claimant seeks to challenge the allowance or disallowance of its Claim for

voting purposes in accordance with the above procedures, such claimant shall serve upon

counsel for the Debtor, counsel for AAFAF, and counsel for the Official Committee of

Unsecured Creditors, and file with the Court (with a copy to Chambers) a 3018(a) Motion

temporarily allowing such Claim in a different amount for purposes of voting to accept or reject

the Plan, on or before the tenth (10th) day after the later of (i) service of the Confirmation

Hearing Notice, and (ii) service of notice of an objection or request for estimation, if any, as to

such Claim; provided, however, that, as to any claimant filing a 3018(a) Motion, such claimant’s

Ballot shall not be counted unless temporarily allowed by an order entered by the Court prior to

the Voting Deadline.

43. The form of Rule 3018(a) Motion attached hereto as Schedule 6 is approved, and

the Debtor shall make available the form of Rule 3018(a) Motion on the Balloting Agent’s

website.

44. Each creditor that votes to accept or reject the Plan is deemed to have voted the

full amount of its Claim therefor.

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45. If a creditor casts more than one Ballot voting the same Claim(s) or submits more

than one election with respect to the same Claim(s) before the Voting Deadline or Election

Deadline, as applicable, the last Ballot received or election made before the Voting Deadline or

Election Deadline, as applicable, is hereby deemed to reflect such creditor’s intent or election, as

applicable, and, thus, to supersede any prior Ballot(s) or elections made, as applicable.

46. If a creditor in Class 5 (A) fails to timely and validly elect the National NonCommutation Treatment, or (B) submits an election for less than all of its National Insured Bond

Claims (in which case, such election shall be void and of no force and effect), then such creditor

shall be deemed to have elected to receive the National Commutation Treatment pursuant to

Section 20.A of the Plan.

47. Any entity that holds a Claim in more than one Class that is entitled to vote must

use separate Ballots for each such Claim; provided, however, that creditors must vote all of their

Claims within a particular Class under the Plan either to accept or reject the Plan and may not

split their vote(s), and thus, neither a Ballot that partially rejects and partially accepts the Plan,

nor multiple Ballots casting conflicting votes in respect of the same Class under the Plan shall be

counted.

48. The following types of Ballots shall not be counted in determining whether the

Plan has been accepted or rejected: (i) any Ballot or vote through ATOP received after the

Voting Deadline, unless the Debtor has granted an extension with respect thereto; (ii) any Ballot

that is illegible or contains insufficient information to permit the identification of the claimant;

(iii) any Ballot cast by a person or entity that does not hold a Claim in a Class entitled to vote to

accept or reject the Plan; (iv) any unsigned Ballot; (v) any Ballot transmitted to the Balloting

Agent by facsimile, electronic mail, or other means not specifically approved herein; (vi) any

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Ballot that is properly completed, executed, and timely returned to the Balloting Agent, but does

not indicate either an acceptance or rejection of the Plan; (vii) any Ballot that is properly

completed, executed, and timely returned to the Balloting Agent, but indicates both an

acceptance and rejection of the Plan shall be counted as an acceptance of the Plan; and (viii) any

Ballot without an original signature; provided, however, that any Ballot cast via the Balloting

Agent’s E-Ballot platform or the ATOP system shall be deemed to contain an original

signature.18

49. Except as otherwise set forth herein, and subject to the entry of an order of the

Court, the Debtor may waive any defects or irregularities as to any particular Ballot at any time,

either before or after the Voting Deadline, and any such waivers shall be documented (a) by an

attorney’s certification stating the terms, if any, associated with any such waiver, and (b) in the

voting results tabulation prepared by the Ballot Agent.

50. The voting results tabulation prepared by the Ballot Agent shall include an

explanation or the calculations regarding any changes to voting amounts in the ATOP Classes.

Miscellaneous

51. In accordance with the modification provisions of the Plan and Local Rule

3016-2, the Debtor is authorized to make non-substantive changes to the Disclosure Statement,

the Plan, the Ballots, the Election Notice, the Notices of Non-Voting Status, and related

documents without further order of the Court, including, without limitation, changes to correct

typographical and grammatical errors, and to make conforming changes among the Disclosure

18 The Balloting Agent is required to retain all paper copies of Ballots and all solicitation-related correspondence

for one (1) year following the Effective Date, whereupon, the Balloting Agent is authorized to destroy and/or

otherwise dispose of all paper copies of Ballots; printed solicitation materials including unused copies of the

Solicitation Package; and all solicitation-related correspondence (including undeliverable mail), in each case

unless otherwise directed by the Debtors or the Clerk of the Court in writing within such one (1) year period.

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Statement, the Plan, and any other materials in the Solicitation Packages as may be necessary,

prior to mailing.

52. All notices to be provided pursuant to the procedures set forth herein are deemed

good and sufficient notice to all parties in interest of all matters pertinent hereto and of all

matters pertinent to the Confirmation Hearing and no other or further notice need be provided.

53. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

54. The Court shall retain jurisdiction with respect to all matters arising from or

relating to the interpretation or implementation of this Order, including, without limitation,

disputes with respect to the validity of an election of the form of distributions to be made

pursuant to the Plan.

55. This Order resolves Docket Entry No. [___] in Case No. 17-3283, and Docket

Entry No. [___] in Case No. 17-4780.

Dated: , 2023

San Juan, Puerto Rico

Laura Taylor Swain

United States District Court Judge

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Schedule 1

Disclosure Statement1

1

In the interest of economy, a hard copy of the Disclosure Statement will not be included as a schedule to the

Disclosure Statement Order. A copy of the Disclosure Statement was filed on February 9, 2023, and is available

on the Court’s docket, as well as on the website of the Debtor’s Balloting Agent, Kroll Restructuring

Administration LLC (f/k/a Prime Clerk LLC) (“Kroll”), at https://cases.ra.kroll.com/puertorico/. A flash drive

containing the Disclosure Statement and all exhibits thereto will be included in the Solicitation Packages. Hard

copies of the Disclosure Statement are available on request by contacting Kroll by telephone at (844) 822-9231

(toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international callers), available 10:00 a.m. to 7:00

p.m. (Atlantic Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com. Please do not

direct any inquiries to the Court.

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Schedule 2

Confirmation Hearing Notice

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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,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF (I) APPROVAL OF DISCLOSURE

STATEMENT, (II) ESTABLISHMENT OF RECORD DATES,

(III) HEARING ON CONFIRMATION OF THE PLAN OF ADJUSTMENT

AND PROCEDURES FOR OBJECTION TO CONFIRMATION OF THE PLAN OF

ADJUSTMENT, (IV) PROCEDURES AND DEADLINE FOR VOTING ON THE PLAN

OF ADJUSTMENT AND MAKING CERTAIN ELECTIONS THEREUNDER

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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 (“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).

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PLEASE TAKE NOTICE OF THE FOLLOWING:

1. Approval of Disclosure Statement. By order, dated [●], 2023 (the “Disclosure

Statement Order”), the United States District Court for the District of Puerto Rico (the “Court”)

approved the adequacy of the information contained in the Modified Disclosure Statement for the

First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

February 921, 2023 (as the same may be updated, supplemented, amended and/or otherwise

modified from time to time, including all exhibits and attachments thereto, the “Disclosure

Statement”), filed by the Financial Oversight and Management Board on behalf of the Debtor,

and authorized the Debtor to solicit votes with respect to the acceptance or rejection of the First

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

February 9, 2023 (as the same may be updated, supplemented, amended and/or otherwise

modified from time to time, the “Plan”),3 attached as Exhibit A to the Disclosure Statement.

You may obtain a hard copy of the Plan and Disclosure Statement, including Spanish

translations thereof, free of charge, by contacting the Balloting Agent, Kroll

Restructuring Administration LLC (f/k/a Prime Clerk LLC):

If you are entitled to vote on or make an election with respect to distributions pursuant to the Plan, you

will receive a separate Solicitation Package (as defined below) on a future date.

DEADLINE TO FILE DISCOVERY NOTICE: 5:00 p.m. (Atlantic Standard Time) on March 29, 2023

VOTING AND ELECTION DEADLINE: 5:00 p.m. (Atlantic Standard Time) on June 7, 2023

OBJECTION DEADLINE: 5:00 p.m. (Atlantic Standard Time) on June 7, 2023

CONFIRMATION HEARING: July 17–21, 24, 26–28, 2023 at 9:30 a.m. (Atlantic Standard Time)

See below for additional deadlines.

If you have any questions regarding this notice, please contact Kroll Restructuring Administration LLC (“Kroll”)2

by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international callers),

available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish available), or by email at

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line).

2 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

3 All capitalized terms used but not otherwise defined shall have the meanings given to such terms in the Plan.

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31

National Insured Bond Claims Class 5

National Reimbursement Claim

Non-Settling Bondholder and Non-Settling

Monoline Claims

Class 6

Class 2

General Unsecured Claims Class 7

Class

Vitol Claims

Pension Claim

Class 8

Telephone (10:00 a.m. to 7:00 p.m. (AST)) (Spanish available):

(844) 822-9231 (toll free for U.S. and Puerto Rico)

(646) 486-7944 (for international callers)

Email: puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line)

Alternatively, electronic copies of the Disclosure Statement and Plan are available, free of

charge, by visiting https://cases.ra.kroll.com/puertorico/.

Class 3

Assured Insured Interest Rate Swaps Claims Class 9

Eminent Domain/Inverse Condemnation Claims

Fuel Line Loan Claims

Class 11

Settling Bondholder and Settling Monoline

Claims

Class 4

Federal Claims

2. Pursuant to the Disclosure Statement Order, the Debtor will mail materials needed

for voting on the Plan (the “Solicitation Package”) to holders with Claims in the following

Classes (collectively, the “Voting Classes”):

Class 12

3. Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

Class 1

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4. The Confirmation Hearing may be continued from time to time by the Court or

the Oversight Board, without further notice or through adjournments announced in open court or

as indicated in any notice of agenda of matters scheduled for hearing filed with the Court, and

the Plan may be modified, if necessary, prior to, during, or as a result of the Confirmation

Hearing, in accordance with the modification provisions of the Plan and Local Rule 3016-2,

without further notice to interested parties.

5. Plan Confirmation Depository. Information relating to confirmation of the Plan

is available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

6. Confirmation Objection Deadline. The Court has established 5:00 p.m.

(Atlantic Standard Time) on June 7, 2023 as the deadline to file objections or responses to

confirmation of the proposed Plan and the proposed confirmation order4 (the “Confirmation

Objection Deadline”). Parties who do not file an objection to the Plan or the proposed

confirmation order prior to the Confirmation Objection Deadline will be prohibited from making

an oral presentation before the Court at the Confirmation Hearing.

7. Objections and Responses to Confirmation. Objections and responses to

confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or

responding party;

c. State with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time)), and

e. 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 Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

8. Participation in Confirmation Discovery. If you wish to participate in discovery

in connection with confirmation of the Plan, you must file a notice of your intention to

participate in discovery (a “Discovery Notice”), a form of which is available at

https://cases.ra.kroll.com/puertorico/. If you file your Discovery Notice on or before March 29,

2023, you may be granted access to documents in the Plan Depository, where information and

documents concerning the Plan are kept, and will also be able to serve your own discovery

requests. If you file your Discovery Notice after March 29, 2023, but on or before April 24,

2023, you may be granted access to documents in the Plan Depository. Please note that access to

the information in the Plan Depository may also require complying with the Debtor’s access

requirements.

9. You must submit the Discovery Notice in the form provided on the Title III Case

website above, which must:

a. Be in writing, in English, and be signed;

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Date of Entry of

Confirmation

Discovery

Procedures Order

11. Discovery Timetable and Deadlines. The Court has established the following

discovery dates and deadlines, which are applicable to the Debtor and to other parties in interest

who have timely filed a Discovery Notice and are eligible to participate in discovery:

5

Conversion of Disclosure Statement depository to Plan Depository

Five Business Days

After Entry of DS

Approval Order

Summary of Discovery and Confirmation Deadlines

Deadline for Confirmation Hearing Notice to be served.

b. State your name, address, the nature of your Claim, and your Claim number;

c. State your intention to participate in discovery in connection with

confirmation of the Plan; and

d. Be filed electronically with the Court on the docket using the CM/ECF docket

event Notice of Intent to Participate in Discovery for Plan Confirmation, in (i)

In re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and

(ii) In re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through

the Court’s case filing system on or before the applicable deadline.

i. If you are not represented by counsel, you may instead mail

your Discovery Notice to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150

San Juan, P.R. 00918-1767

so as to be received on or before the applicable deadline.

10. You must timely file a Discovery Notice to participate in discovery in

connection with confirmation of the Plan. Failure to timely file a Discovery Notice, however,

will not preclude you from filing an objection to confirmation of the Plan on or before the

Confirmation Objection Deadline, but will preclude you from being able to view documents in

the Plan Depository, and from taking discovery.

5 All of the dates and procedures set forth in this notice are subject to change by further Court order.

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March 29, 2023

Deadline for parties in interest to file a preliminary fact witness list and

topics about which each witness is expected to testify (a “Party in

Interest’s Preliminary Fact Witness List,” and together with the

Debtor’s Preliminary Fact Witness List, the “Preliminary Fact Witness

Lists”).

Deadline for parties in interest to file a “Notice of Intent to Participate

in Discovery,” (hereafter, a “Discovery Notice”). Only parties in

interest who file a timely Discovery Notice can propound discovery,

but failure to do so does not preclude a party from objecting to

confirmation of the Plan.

Deadline for all parties to file opening expert disclosures (“Opening

Expert Disclosures”).

28 Days After

Entry of DS

Approval Order

Deadline for all parties to serve up to fifteen (15) interrogatories

(“Interrogatories”), including subparts. Responses and objections to

such Interrogatories shall be served within ten (10) days of service of

such Interrogatories.

Deadline for Debtor to complete mailing of solicitation materials.

April 14, 2023

Ten Days After

Entry of

Confirmation

Discovery

Procedures Order

Deadline for all parties to file opening expert reports (“Opening Expert

Reports”).

Deadline for the Debtor to file a preliminary fact witness list and topics

about which each witness will testify (“Debtor’s Preliminary Fact

Witness List”).

April 3, 2023

Deadline for all parties to serve initial notices of deposition, topics and

requested times for depositions (“Initial Notices of Deposition”) (all

depositions are limited to a seven (7)-hour time limit). Subsequent

notices are allowed provided discovery is completed by the Fact

Discovery Deadline or Expert Discovery Deadline, as applicable.

Deadline for all parties to serve requests for production of

non-depository documents (“Production Requests”). Parties in interest

may serve Production Requests only following their filing of a timely

Discovery Notice.

Parties may serve up to one additional round of Production Requests,

provided that they are served on or before April 14, 2023.

Responses and objections to any Production Requests shall be served

within seven (7) days of service of such Production Requests.

Deadline for parties who have served a Production Request on or

Deadline for the Debtor to upload all documents to the Plan Depository

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May 5, 2023 Deadline for all parties to file oppositions to Daubert motions and

motions in limine.

Deadline for all parties to file rebuttal expert disclosures (“Rebuttal

Expert Witness Disclosures”).

May 12, 2023

April 24, 2023

Deadline for all parties to file replies in support of Daubert motions

and motions in limine.

Deadline for all parties to file rebuttal expert reports (“Rebuttal Expert

Reports”).

Deadline for all parties to file finalized witness lists, exhibit lists, and

deposition designations.

before April 3, 2023 to serve up to one additional round of Production

Requests.

Responses and objections to any Production Requests shall be served

within seven (7) days of service of such Production Requests.

May 17, 2023 Deadline for all parties to file counter-designations, objections to

deposition designations, or objections to exhibit lists.

April 21, 2023

Deadline for parties in interest who solely want access to documents in

the Plan Depository to file a Discovery Notice.

May 24, 2023 Deadline for all parties to file objections to counter designations.

Deadline for all parties to serve requests for admission, limited to

authentication of documents (“Admission Requests”). Responses and

objections to such Admission Requests shall be served within four (4)

business days of service of such Admission Requests.

May 31, 2023

April 28, 2023

Deadline for the Debtor to file initial proposed confirmation order (the

“Proposed Confirmation Order”).

Deadline for all parties to file Daubert motions and motions in limine.

June 7, 2023 Voting Deadline & Election Deadline

June 7, 2023

Deadline for parties in interest to file:

 Objections to confirmation of the Plan (“Plan Objections”).

 Objections to Proposed Confirmation Order.

Deadline for completion of expert discovery (the “Expert Discovery

Deadline”).

June 21, 2023

April 17, 2023

Deadline for Debtor to file:

Deadline for Completion of fact discovery (the “Fact Discovery

Deadline”).

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July 5, 2023 Deadline for Debtor to reply to objections to the (i) the Vote Tabulation

and (ii) Proposed Findings of Fact and Conclusions of Law.

Deadline for non-Debtor parties to file witness declarations

Week of July 10,

2023

(or a date

convenient for the

court)

[Virtual] hearing on motions in limine / pre-trial conference.

 Memorandum of law in support of confirmation.

 Omnibus reply to Plan Objections and objections to the

Proposed Confirmation Order.

 Witness Declarations.

 Vote Tabulation.

 Initial proposed findings of fact and conclusions of law

(“Proposed Findings of Fact and Conclusions of Law”).

July 17–21, 24–28,

2023

June 28, 2023

Confirmation Hearing

12. Voting Record Date. The voting record date is February 28, 2023 (the “Voting

Record Date”), which is the date for determining which holders of Claims in Voting Classes

(except Classes 1, 2, 4, and 5 (collectively, the “ATOP Classes”)6) are entitled to vote on the

Plan. Therefore, only those creditors in a Class entitled to vote on the Plan and holding Claims

against the Debtor (except in the ATOP Classes) as of the Voting Record Date are entitled to

vote on the Plan.

Deadline for parties in interest to file objections to the (i) Vote

Tabulation and/or (ii) Proposed Findings of Fact and Conclusions of

Law.

6 For the avoidance of doubt, because holders of Claims in the ATOP Classes must submit their vote and/or

election through DTC’s Automated Tender Offer Platform, the Voting Record Date shall not apply to the ATOP

Classes; provided, however, the Voting Record Date shall apply to any PREPA Revenue Bonds formerly insured

by Assured in the primary market, and the principal amount of which was paid by Assured on or after the original

maturity date of such bonds, the holder as of the Voting Record Date of the claims arising from such bonds

(including, without limitation, Assured) shall not be required to tender such bonds through ATOP, and instead

shall be provided with a ballot with which to vote such claims.

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13. Voting Deadline. The deadline for voting on the Plan is June 7, 2023, at 5:00

p.m. (Atlantic Standard Time), unless such time is extended (the “Voting Deadline”). You are

not required to vote on the Plan to receive distributions pursuant to the terms of the Plan, if

confirmed by the Court, and provided you hold an Allowed Claim. However, if you are a

Settling Bondholder, Settling Monoline, or National receiving the treatment provided to

holders of Claims in Class 1, Class 5, or Class 9, you should review your Uninsured Bond

Settlement Agreement, Monoline Settlement Agreement, or National PSA, as applicable, prior

to voting or abstaining from voting on the Plan, and how it may affect your right to receive

distributions.

14. If you received a Solicitation Package, including a Ballot or Notice and intend to

vote on the Plan, you must: (a) follow the instructions carefully; (b) complete all of the required

information on the Ballot (as applicable); and (c) either (i) execute and return your completed

Ballot according to and as set forth in detail in the voting instructions included in the Solicitation

Package so that your Ballot is actually received by the Debtor’s solicitation agent, Kroll

Restructuring Administration LLC (“Kroll” or the “Balloting Agent”)7 on or before the Voting

Deadline, or (ii) instruct your broker or nominee (each, a “Nominee”) to electronically deliver

your bonds via the Automated Tender Offer Program (“ATOP”) at The Depository Trust

Company (“DTC”) in accordance with your desire to vote to accept or reject the Plan on or

before the Voting Deadline. Failure to follow such instructions may disqualify your vote.

15. Election Deadline. The deadline for holders of Claims in Class 5 that have the

right to make an election of the form of distributions pursuant to the Plan to make such election

is on June 7, 2023, at 5:00 p.m. (Atlantic Standard Time), unless such time is extended (the

7

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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“Election Deadline”). If you received an Election Notice with an option to make an election, you

must: (a) follow the instructions carefully; and (b) deliver all of the required information

according to and as set forth in detail in the election instructions so that it is received by your

Nominee in sufficient time for your Nominee to actually effectuate your election through DTC’s

ATOP on or before the Election Deadline.

16. Parties in Interest Not Entitled to Vote. Creditors in Class 14 (Section 510(b)

Subordinated Claims) are deemed to reject the Plan and not entitled to vote.

17. Creditors in Class 10 (Ordinary Course Customer Claims) and Class 13

(Convenience Claims) are deemed to accept the Plan and not entitled to vote.

18. If a Claim is listed on the Debtor’s list of creditors [Case No. 17-4780, ECF No.

262] as contingent, unliquidated, or disputed and a proof of claim was not (i) filed by the earlier

of the applicable bar date for the filing of proofs of claim established by the Court or the Voting

Record Date (as applicable); or (ii) deemed timely filed by an order of the Court prior to the

Voting Deadline, such Claim shall not be entitled to vote to accept or reject the Plan. Proofs of

claim filed for $0.00 or Claims that have been expunged by order of the Court are also not

entitled to vote.

19. If you have timely filed a proof of claim and disagree with the Debtor’s

classification of, objection to, or request for estimation of your Claim and believe you should be

entitled to vote on the Plan, you must serve the Debtor and the parties listed in paragraph 42 of

the Disclosure Statement Order and file with the Court (with a copy to Chambers) a motion (a

“Rule 3018(a) Motion”) for an order pursuant to Rule 3018 of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”) temporarily allowing your Claim in a different amount or in

a different Class for purposes of voting to accept or reject the Plan. All Rule 3018(a) Motions

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must be filed on or before the tenth (10th) day after the later of (i) service of this Confirmation

Hearing Notice and (ii) service of notice of an objection or request for estimation, if any, as to

such Claim. In accordance with Bankruptcy Rule 3018(a), as to any to any creditor filing a Rule

3018(a) Motion, such creditor’s Ballot will not be counted except as may be otherwise ordered

by the Court prior to the Voting Deadline (June 7, 2023, at 5:00 p.m. (Atlantic Standard

Time), which corresponds to 5:00 p.m. prevailing Eastern Time). Creditors may contact the

Balloting Agent (i) via first class mail or via overnight courier, at Puerto Rico Ballot Processing,

C/O Kroll Restructuring Administration LLC (f/k/a Prime Clerk LLC), 850 Third Avenue, Suite

412, Brooklyn, NY 11232, (ii) by telephone at (844) 822-9231 (toll free for U.S. and Puerto

Rico) or (646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic

Standard Time) (Spanish available), or (iii) by email at puertoricoinfo@ra.kroll.com (with

‘PREPA Solicitation’ in the subject line), to receive an appropriate Ballot for any Claim for

which a proof of claim has been timely filed and a Rule 3018(a) Motion has been granted. Rule

3018(a) Motions that are not timely filed and served in the manner set forth herein shall not be

considered.

20. If you wish to have your Claim temporarily allowed for voting purposes pursuant

to Bankruptcy Rule 3018(a), a form of Rule 3018(a) motion together with instructions for filing

and serving the motion is available at https://cases.ra.kroll.com/puertorico/.

21. Parties Who Will Not Be Treated as Creditors. Any holder of a Claim that (i) is

scheduled in the List of Creditors at $0.00 and is not the subject of a timely filed proof of Claim

or a proof of claim deemed timely filed with the Court pursuant to either the Bankruptcy Code or

any order of the Court, or otherwise deemed timely filed under applicable law, or (ii) is not

scheduled and is not the subject of a timely filed proof of claim or a proof of claim deemed

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timely filed with the Court pursuant to either the Bankruptcy Code or any order of the Court, or

otherwise deemed timely filed under applicable law, shall not be treated as a creditor with

respect to such Claim for purposes of (a) receiving notices regarding the Plan, and (b) voting on

the Plan.

22. Additional Information. Any party in interest wishing to obtain information

about the solicitation procedures or copies of the Disclosure Statement or the Plan, including

Spanish translations thereof, should contact the Balloting Agent, Kroll Restructuring

Administration LLC, by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646)

486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time)

(Spanish available), or by email at puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line), or may view such documents by accessing either

https://cases.ra.kroll.com/puertorico/ or the Court’s website, https://www.prd.uscourts.gov/.

Please note that a Public Access to Court Electronic Records (“PACER”)

(http://www.pacer.psc.uscourts.gov) password and login are needed to access documents on the

Court’s website.

23. Bankruptcy Rules 2002(c)(3) and 3016(c)). In accordance with Bankruptcy

Rules 2002(c)(3) and 3016(c), set forth below are the release, exculpation, and injunction

provisions contained in the Plan:

Section 27(A) – Discharge and Release of Claims and Causes of Action:

1. Complete Satisfaction, Discharge, and Release

Except as expressly provided in the Plan or the Confirmation Order, all distributions and

rights afforded under the Plan shall be, and shall be deemed to be, in exchange for, and in

complete satisfaction, settlement, discharge, and release of, all Claims or Causes of Action

against PREPA and Reorganized PREPA that arose, in whole or in part, prior to the Effective

Date, relating to the Title III Case, the Debtor or Reorganized Debtor or any of their respective

Assets, property, or interests of any nature whatsoever, including any interest accrued on such

Claims from and after the Petition Date, and regardless of whether any property will have been

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distributed or retained pursuant to the Plan on account of such Claims or Causes of Action.

Upon the Effective Date, the Debtor and Reorganized Debtor shall be deemed discharged and

released from any and all Claims, Causes of Action, and any other Debts that arose, in whole or

in part, prior to the Effective Date (including prior to the Petition Date), and all Debts of the kind

specified in Bankruptcy Code sections 502(g), 502(h), or 502(i), whether or not (a) a Proof of

Claim based upon such Debt is filed or deemed filed under Bankruptcy Code section 501, (b) a

Claim based upon such Debt is allowed under Bankruptcy Code section 502 (or is otherwise

resolved), or (c) the Holder of a Claim based upon such Debt voted to accept the Plan; provided,

for the avoidance of doubt, this Article XXVII.A.1 does not extend to or include any claims,

rights, or defenses (whether ordinary or affirmative) of the Vitol Parties related to the Vitol-SCC

AP preserved pursuant to the Vitol Settlement Agreement, and the Vitol Parties are not releasing

and instead is expressly preserving, all of its claims, rights, or defenses related to the Vitol-SCC

AP as provided in the Vitol Settlement Agreement.

2. Preclusion from Assertion of Claims Against the Debtor

All Entities shall be precluded from asserting any and all Claims or other obligations,

suits, judgments, damages, Debts, rights, remedies, Causes of Action, or liabilities, of any nature

whatsoever, including any interest accrued on such Claims from and after the Petition Date,

against the Debtor and Reorganized Debtor and each of their respective Assets, property and

rights, relating to the Title III Case, regardless of whether any property will have been distributed

or retained pursuant to the Plan on account of such Claims or other obligations, suits, judgments,

damages, Debts, rights, remedies, Causes of Action, or liabilities. In accordance with the

foregoing, except as expressly provided in the Plan or the Confirmation Order, the Confirmation

Order shall constitute a judicial determination, as of the Effective Date, of the discharge and

release of all such Claims, Causes of Action, or Debt of or against the Debtor and the

Reorganized Debtor pursuant to Bankruptcy Code sections 524 and 944, applicable to the Title

III Case pursuant to PROMESA section 301, and such discharge shall void and extinguish any

judgment obtained against the Debtor or Reorganized Debtor and their respective Assets, and

property at any time, to the extent such judgment is related to a discharged Claim, Debt, or

liability. As of the Effective Date, and in consideration for the value provided under the Plan,

each Holder of a Claim in any Class under this Plan shall be and hereby is deemed to release and

forever waive and discharge as against the Debtor and Reorganized Debtor, and their respective

Assets and property and all such Claims; provided, for the avoidance of doubt, this Article

XXVII.A.2 does not extend to or include any claims, rights, or defenses (whether ordinary or

affirmative) of the Vitol Parties related to the Vitol-SCC AP preserved pursuant to the Vitol

Settlement Agreement, and the Vitol Parties are is not releasing and instead is expressly

preserving, all of its claims, rights, or defenses related to the Vitol-SCC AP as provided in the

Vitol Settlement Agreement.

3. Injunction Related to Discharge of Claims

Except as otherwise expressly provided in this Article XXVII of the Plan, the

Confirmation Order or such other Final Order of the Title III Court that may be applicable, all

Entities who have held, hold, or may hold Claims or any other Debt or liability that is discharged

or released pursuant to Article XXVII hereof or who have held, hold, or may hold Claims or any

other Debt or liability that is discharged or released pursuant to Article XXVII hereof are

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permanently enjoined, from and after the Effective Date, from (a) commencing or continuing,

directly or indirectly, in any manner, any action or other proceeding (including, without

limitation, any judicial, arbitral, administrative, or other proceeding) of any kind on any such

Claim or other Debt or liability that is discharged or released pursuant to the Plan against any of

the Released Parties or any of their respective Assets or property, (b) the enforcement,

attachment, collection, or recovery by any manner or means of any judgment, award, decree, or

order against any of the Released Parties or any of their respective assets or property on account

of any Claim or other Debt or liability that is discharged or released pursuant to the Plan, (c)

creating, perfecting, or enforcing any encumbrance of any kind against any of the Released

Parties or any of their respective assets or property on account of any Claim or other Debt or

liability that is discharged or released pursuant to the Plan, and (d) except to the extent provided,

permitted, or preserved by Bankruptcy Code sections 553, 555, 556, 559, or 560 or pursuant to

the common law right of recoupment, asserting any right of setoff, subrogation, or recoupment of

any kind against any obligation due from any of the Released Parties or any of their respective

assets or property, with respect to any such Claim or other Debt or liability that is discharged or

released pursuant to the Plan. Such injunction shall extend to all successors and assigns of the

Released Parties and their respective assets and property.

Section 27(B) – Releases by the Debtor and Reorganized Debtor:

Except as otherwise expressly provided in the Plan or the Confirmation Order, on the

Effective Date, and for good and valuable consideration, each of the Debtor and Reorganized

Debtor, the Distribution Agent and each of the Debtor’s and Reorganized Debtor’s Related

Persons shall be deemed to have and hereby does irrevocably and unconditionally, fully, finally,

and forever waive, release, acquit, and discharge the Released Parties from any and all Claims or

Causes of Action that the Debtor, Reorganized Debtor, and the Distribution Agent, or any of

them, or anyone claiming through them, on their behalf or for their benefit, have or may have or

claim to have, now or in the future, against any Released Party that are Released Claims or

otherwise are based upon, relate to, or arise out of or in connection with, in whole or in part, any

act, omission, transaction, event or other circumstance relating to the Title III Case, the Fuel Line

Lender PSA, the National PSA, or the Debtor taking place or existing on or prior to the Effective

Date, and/or any Claim, act, fact, transaction, occurrence, statement, or omission in connection

with or alleged or that could have been alleged, including, without limitation, any such Claim,

demand, right, liability, or cause of action for indemnification, contribution, or any other basis in

law or equity for damages, costs, or fees.

Section 27(C) – Releases by Holders of Claims:

Notwithstanding anything contained in this Plan to the contrary, as of the Effective Date,

for good and valuable consideration, each Holder of a Claim is deemed to have released and

discharged the Debtor and the Reorganized Debtor from any and all Causes of Action, whether

known or unknown, including any derivative claims, asserted on behalf of the Debtor, that such

Entity would have been legally entitled to assert (whether individually or collectively), based on

or relating to, or in any manner arising from, in whole or in part, the Debtor (including

management, ownership, or operation thereof), the Debtor’s in- or out-of-court restructuring

efforts, intercompany transactions, the Title III Case, the formulation, preparation, dissemination,

negotiation, or filing of the Disclosure Statement, the Plan, the Uninsured Bond Settlement

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Agreement, the Monoline Settlement Agreement, the Vitol Settlement Agreement, the

Restructuring Transactions, the Fuel Line Lender PSA, the National PSA, or any contract,

instrument, release, or other Definitive Documents, agreement, or document created or entered

into in connection with the Disclosure Statement, or the Plan, the filing of the Title III Case, the

pursuit of Confirmation, the pursuit of consummation, the administration and implementation of

the Plan, including the issuance or distribution of securities pursuant to the Plan, or the

distribution of property under the Plan or any other related agreement, or upon any other related

act or omission, transaction, agreement, event, or other occurrence taking place on or before the

Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth

above do not release any post-Effective Date obligations of any party or Entity under the Plan,

the Restructuring Transactions, or any document, instrument, or agreement (including those set

forth in the Plan Supplement) executed to implement the Plan.

Section 27(D) – Exculpation

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or

incur, and each Exculpated Party is released and exculpated from any Cause of Action for any

claim related to any act or omission in connection with, relating to, or arising out of, the Title III

Case, the formulation, preparation, dissemination, negotiation, or filing of the Fuel Line Lender

PSA, the National PSA, Disclosure Statement, the Plan, the Uninsured Bond Settlement

Agreement, the Monoline Settlement Agreement, the Vitol Settlement Agreement, or any

Restructuring Transaction, contract, instrument, release or other Definitive Document,

agreement, or document created or entered into in connection with the Disclosure Statement or

the Plan, the filing of the Title III Case, the pursuit of Confirmation, the pursuit of

consummation, the administration and implementation of the Plan, including the issuance of

securities pursuant to the Plan, or the distribution of property under the Plan or any other related

agreement, except for claims related to any act or omission that is determined in a Final Order to

have constituted actual fraud or gross negligence, but in all respects such Entities shall be

entitled to reasonably rely upon the advice of counsel with respect to their duties and

responsibilities pursuant to the Plan. The Exculpated Parties have, and upon completion of the

Plan shall be deemed to have, participated in good faith and in compliance with the applicable

laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan

and, therefore, are not, and on account of such distributions shall not be, liable at any time for the

violation of any applicable law, rule, or regulation governing the solicitation of acceptances or

rejections of the Plan or such distributions made pursuant to the Plan.

Section 27(E) – Injunction

As of the Effective Date, all Entities that hold, have held, or may hold a Released Claim

that is released pursuant to this Article XXVII of the Plan, are, and shall be, permanently, forever

and completely stayed, restrained, prohibited, barred, and enjoined from taking any of the

following actions, whether directly or indirectly, derivatively, or otherwise, on account of or

based on the subject matter of such discharged Released Claims: (i) commencing, conducting, or

continuing in any manner, directly or indirectly, any suit, action, or other proceeding (including,

without limitation, any judicial, arbitral, administrative, or other proceeding) in any forum; (ii)

enforcing, attaching (including, without limitation any prejudgment attachment), collecting, or in

any way seeking to recover any judgment, award, decree, or other order; (iii) creating, perfecting,

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or in any way enforcing in any matter, directly or indirectly, any Lien; (iv) setting off, seeking

reimbursement or contributions from, or subrogation against, or otherwise recouping in any

manner, directly or indirectly, any amount against any liability or obligation owed to any Entity

released under Article XXVII hereof; and (v) commencing or continuing in any manner, in any

place of any judicial, arbitration, or administrative proceeding in any forum, that does not

comply with or its inconsistent with the provisions of the Plan or the Confirmation Order.

Section 36(C) – Supplemental Injunction

Notwithstanding anything contained herein to the contrary, except to the limited extent

provided in the Plan, all Entities, including Entities acting on their behalf, who currently hold or

assert, have held or asserted, or may hold or assert, any Released Claims against any of the

Released Parties based upon, attributable to, arising out of or relating to the Title III Case or any

Claim against the Debtor, whenever and wherever arising or asserted, whether in the U.S. or

anywhere else in the world, whether sounding in tort, contract, warranty, statute, or any other

theory of law, equity or otherwise, shall be, and shall be deemed to be, permanently stayed,

restrained and enjoined from taking any action against any of the Released Parties for the

purpose of directly or indirectly collecting, recovering or receiving any payment or recovery with

respect to any Released Claims arising prior to the Effective Date (including prior to the Petition

Date), including, but not limited to:

1. Commencing or continuing in any manner any action or other proceeding of any

kind with respect to any such Released Claim against any of the Released Parties

or the assets or property of any Released Party;

2. Enforcing, attaching, collecting, or recovering, by any manner or means, any

judgment, award, decree, or order against any of the Released Parties or the assets

or property of any Released Party with respect to any such Released Claim;

3. Creating, perfecting, or enforcing any Lien of any kind against any of the

Released Parties or the assets or property of any Released Party with respect to

any such Released Claim;

4. Except as otherwise expressly provided in the Plan or the Confirmation Order,

asserting, implementing or effectuating any setoff, right of subrogation,

indemnity, contribution, or recoupment of any kind against any obligation due to

any of the Released Parties or against the property of any Released Party with

respect to any such Released Claim; and

5. Taking any act, in any manner, in any place whatsoever, that does not conform to,

or comply with, the provisions of the Plan or the Confirmation Order, provided,

however, that the Debtor’s compliance with the formal requirements of

Bankruptcy Rule 3016 shall not constitute an admission that the Plan provides for

any injunction against conduct not otherwise enjoined under the Bankruptcy

Code.

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46

Dated: ___________ 2023

San Juan, Puerto Rico

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and

Management Board as representative for

PREPA

Respectfully submitted,

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Schedule 3(a)

Form of Notice of Voting Instructions for

Settling Bondholder Claims in Class 1 (Settling Bondholder and Settling Monoline Claims),

Non-Settling Bondholder Claims in Class 2 (Non-Settling Bondholder and Non-Settling

Monoline Claims), and Holders of Claims in Class 4 (Fuel Line Loan Claims)

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In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF VOTING INSTRUCTIONS FOR [SETTLING BONDHOLDER CLAIMS IN

CLASS 1] / [NON-SETTLING BONDHOLDER CLAIMS IN CLASS 2] / [HOLDERS OF

CLAIM IN CLASS 4]

This Notice of Voting (the “Notice”) is being sent to the beneficial holders of securities

[issued by the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”)]2 giving rise to

claims in Class [1 / 2 / 4] of the First Amended Title III Plan of Adjustment of the Puerto Rico

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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 (“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).

2

[Applicable only to Classes 1 and 2.]

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2

Electric Power Authority, dated [●], 2023 [Case No. 17-BK-4780, ECF No. _____]3 (as the

same may be updated, supplemented, amended and/or otherwise modified from time to time, the

“Plan”).4 The [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] and the

relevant CUSIPs are described on Exhibit A attached hereto.

[PREPA Revenue Bond Claim. Settling Bondholders that are Holders of PREPA

Revenue Bond Claims in Class 1 may vote to accept or reject the Plan.] [PREPA Revenue

Bond Claim. Non-Settling Bondholders that are Holders of PREPA Revenue Bond Claims in

Class 2 may vote to accept or reject the Plan.]

The Financial Oversight and Management Board for Puerto Rico (the “Oversight

Board”), as representative of PREPA, is soliciting votes with respect to the Plan, from the

holders of certain impaired Claims against PREPA. By order dated [●], 2023 [ECF No. ___]

(the “Disclosure Statement Order”), the Court approved the Modified Disclosure Statement for

the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority,

dated [●], 2023 [ECF No. ___] (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”), and authorized the Debtor to solicit votes with respect to the

acceptance or rejection of the Plan. Instructions to cast your vote are below.

Electronic copies of the Plan and Disclosure Statement are enclosed in the package

containing this Notice. If you have any questions regarding this Notice, please contact the

Balloting Agent by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646)

486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard

Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with ‘PREPA

Solicitation’ in the subject line).

* * * * *

VOTING PROCESS

If you are a beneficial holder of [PREPA Revenue Bonds] / [Fuel Line Loan Trust

Certificates] giving rise to Impaired Claims in Class [1 / 2 / 4], you are entitled to cast a vote

either to accept or reject the Plan. To have your vote counted, you must properly vote in

accordance with these instructions so that your vote is actually received no later than 5:00

p.m. (Atlantic Standard Time) on June 7, 2023.

You are encouraged to review the entire Disclosure Statement before casting your vote to accept

or reject the Plan.

How to Submit a Valid Vote

If you wish to cast a vote to accept or reject the Plan, you must:

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4 Unless otherwise defined herein, each capitalized term used herein shall have the meaning given to it in the Plan.

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 instruct your bank, broker or other intermediary through which you hold your [bonds]

/ [trust certificates] in ‘street name’ (each, a “Nominee”) to electronically deliver your

[PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] via the Automated

Tender Offer Program (“ATOP”) at The Depository Trust Company (“DTC”) in

accordance with your desire to vote to accept or reject the Plan.

In addition, by delivering your [PREPA Revenue Bonds] / [Fuel Line Loan Trust

Certificates] via ATOP, you are certifying that:

1. either (a) your vote cast is the only vote cast by you on account of a [PREPA Revenue

Bond Claim] / [Fuel Line Loan Claim], or (b) in addition to the vote cast, one or more

additional votes (“Additional Votes”) on account of other [PREPA Revenue Bond

Claims] / [Fuel Line Loan Claims] have been cast by one or more Nominees, and you

have provided (or coordinated with your Nominee to provide) the Numerosity

Spreadsheet (as defined below) to the Balloting Agent by the Voting Deadline;

2. you have voted all of your Claims on account of your [PREPA Revenue Bonds] / [Fuel

Line Loans] to either accept or reject the Plan and acknowledge that no split votes will

be permitted, and that if you cast conflicting votes in respect of such Claims on account

of your [PREPA Revenue Bonds] / [Fuel Line Loans], all votes cast by you will be

disregarded;

3. you are the holder of the Claims in Class [1 / 2 / 4] on account of [PREPA Revenue

Bonds] / [Fuel Line Loans] to which this Notice pertains or are an authorized signatory

of such holder, and have full power and authority to vote to accept or reject the Plan; and

4. you have been provided with a copy of the Plan, Disclosure Statement, and Disclosure

Statement Order, and acknowledge that the vote cast pursuant to these instructions is

subject to all the terms and conditions set forth in the Plan, Disclosure Statement, and

Disclosure Statement Order.

No paperwork is required to be delivered to Kroll Restructuring Administration LLC to cast a

vote (except in the limited circumstance noted below in the section titled “Numerosity

Information Request – Applicable Only for Beneficial Holders Submitting More Than One

Instruction Through ATOP”). The sole means of casting a vote is to validly tender your

[PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] into the proper ATOP

envelope at DTC.

THE VOTING DEADLINE IS

 5:00 P.M. (ATLANTIC STANDARD TIME) ON JUNE 7, 2023.

This date and time is referred to as the “Voting Deadline.”

NOTE REGARDING RESTRICTIONS ON TRANSFER IF YOU TENDER YOUR [PREPA

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES]: IF YOU TENDER

3

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4

YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES]

THROUGH ATOP, IT IS ANTICIPATED THAT YOU WILL BE RESTRICTED FROM

TRANSFERRING YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST

CERTIFICATES] UNTIL IMMEDIATELY AFTER THE VOTING TABULATION HAS

BEEN FILED AND ONCE DTC RELEASES YOUR [PREPA REVENUE BONDS] /

[FUEL LINE LOAN TRUST CERTIFICATES] FROM ATOP IN ACCORDANCE WITH

ITS CUSTOMARY PROCEDURES (WHICH RELEASE FROM ATOP IS EXPECTED

TO BE ON OR AS SOON AS POSSIBLE AFTER JUNE 21, 2023).

YOU MAY, HOWEVER, TRADE OR TRANSFER YOUR TENDERED [PREPA

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] BY REVOKING

YOUR VOTE AND WITHDRAWING ANY TENDERED [PREPA REVENUE BONDS] /

[FUEL LINE LOAN TRUST CERTIFICATES] AT ANY TIME BEFORE THE VOTING

DEADLINE.

IF YOU DESIRE TO RETAIN THE ABILITY TO TRADE OR TRANSFER YOUR

[PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] PRIOR

TO THE VOTING DEADLINE, THEN YOU SHOULD NOT TENDER YOUR [PREPA

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] THROUGH

ATOP.

* * * * *

How to Revoke a Valid Vote

You may revoke your vote to accept or reject the Plan and withdraw your [PREPA Revenue

Bonds] / [Fuel Line Loan Trust Certificates] tendered through DTC’s ATOP at any time

before the Voting Deadline.

If you wish to revoke your vote, you must instruct your Nominee to revoke your vote and

withdraw your [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] via ATOP at

DTC (which withdrawal will be confirmed by Kroll Restructuring Administration LLC

(“Kroll”)5 once notified by DTC of the withdrawal request). No paperwork is required to be

delivered to Kroll to effectuate the revocation.

If you revoke your vote any time before the Voting Deadline, you may vote again at any time

before the Voting Deadline, in accordance with the instructions to submit a valid vote above.

* * * * *

Nominee Information Submission

Any Nominees with beneficial holder clients who submit vote(s) to reject the Plan on account of

Claims Class 1 (Settling Bondholder and Settling Monoline Claims), must send an Excel

5 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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spreadsheet to puertoricoballots@ra.kroll.com (with ‘PREPA Nominee Spreadsheet’ in the

subject line) containing the name(s), address(es), and ATOP instruction confirmation number(s)

(also referred to as ATOP voluntary offer instruction(s) or “VOI(s)”) associated with each vote

to reject the Plan.

* * * * *

Numerosity Information Submission

(Applicable Only for Beneficial Holders Submitting More than One Vote Through ATOP)

Any beneficial holder of [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] that

holds multiple CUSIPs of [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] and

submits more than one vote through one or more Nominees, MUST submit (or coordinate with

their Nominee(s) to submit) a list of all such ATOP instruction confirmation numbers (also

referred to as ATOP voluntary offer instructions or “VOIs”). The Balloting Agent has made

available a template electronic spreadsheet (the “Numerosity Spreadsheet”) on its website at:

https://cases.primeclerk.com/puertorico (click on the link titled “Numerosity Spreadsheet”).

Please return (or coordinate with your Nominee to return) the Numerosity Spreadsheet to the

Balloting Agent in Excel format via email to https://cases.ra.kroll.com/puertorico/ (with ‘PREPA

Numerosity Spreadsheet’ in the subject line). If you anticipate any difficulty in submitting your

Numerosity Spreadsheet in Excel format, please contact Kroll at (844) 822-9231 (toll free for

U.S. and Puerto Rico) or (646) 486-7944 (for international callers) or by e-mail at

puertoricoballots@ra.kroll.com (with ‘PREPA Numerosity Spreadsheet’ in the subject line).

* * * * *

If you have any questions about your holdings, please contact your Nominee. Additionally, you

must contact your Nominee to take any action described above.

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT

THE BALLOTING AGENT, KROLL RESTRUCTURING ADMINISTRATION LLC,

BY TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR

(646) 486-7944 (FOR INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00

P.M. (ATLANTIC STANDARD TIME) (SPANISH AVAILABLE), OR BY EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE). PLEASE NOTE THAT KROLL IS NOT AUTHORIZED TO

PROVIDE, AND WILL NOT PROVIDE, LEGAL ADVICE.

5

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6

Description CUSIP

Exhibit A

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Schedule 3(b)

Form of Ballot for Settling Monolines on Account of Claims in

Class 1 (Settling Bondholder and Settling Monoline Claims)

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In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

BALLOT FOR SETTLING MONOLINE ON ACCOUNT OF CLAIMS IN CLASS 1

(SETTLING BONDHOLDER AND SETTLING MONOLINE CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight

Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA” or the

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

Stability Act (“PROMESA”),2 is soliciting votes with respect to the First Amended Title III Plan

of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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 (“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).

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

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2

Copies of the Plan and Disclosure Statement are enclosed in the package containing this

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Plan. If you have any questions regarding the proper completion

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the

“Balloting Agent”),4 by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by a Settling Monoline. Pursuant to the Disclosure

Statement Order, a Settling Monoline is entitled to accept or reject the Plan on account of

Impaired Claims in Class 1 (Settling Bondholder and Settling Monoline Claims) arising from

securities insured by such Settling Monoline. To have your vote counted, you must complete,

sign, and return this Ballot so that it is received by the Balloting Agent no later than 5:00

p.m. (Atlantic Standard Time) on June 7, 2023, unless such time is extended (the “Voting

Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

17-BK-4780, ECF No. _____]3 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims

against PREPA.

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court

approved the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment

of the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be

updated, supplemented, amended and/or otherwise modified from time to time, including all

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to

solicit votes with respect to the acceptance or rejection of the Plan.

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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3

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is

extended by the Debtor.

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

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4

$

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to

(please check one):

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s

rights in any other context, each Claim within a Class of Claims entitled to vote to accept or

reject the Plan shall be in an amount as determined by the procedures set forth in the Disclosure

Statement Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii)

a proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any

Claim.

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 1

(Settling Bondholder and Settling Monoline Claims) set forth below in the following

aggregate amount:

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website

and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:

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5

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than holder)

Title:

Address:

Telephone

Number:

Email:

Date Completed:

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email or other means of

electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you

receive, as applicable.

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided

with a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The

undersigned certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it

has full power and authority to vote to accept or reject the Plan. The undersigned further

acknowledges that the Debtor’s solicitation of votes is subject to all terms and conditions set

forth in the Disclosure Statement and the order of the District Court approving the Disclosure

Statement and the procedures for the solicitation of votes to accept or reject the Plan contained

therein.

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6

VOTING INSTRUCTIONS FOR A SETTLING MONOLINE

COMPLETING A BALLOT ON ACCOUNT OF CLAIMS IN CLASS 1

(SETTLING BONDHOLDER AND SETTLING MONOLINE CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the First

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●],

2023 [Case No. 17-BK-4780, ECF No. _____]5 (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), and (ii) consent to the

injunction and release provisions of the Plan if you vote to accept the Plan. The terms of the

Plan are described in the Modified Disclosure Statement for the First Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the

same may be updated, supplemented, amended and/or otherwise modified from time to time,

including all exhibits and attachments thereto, the “Disclosure Statement”). All capitalized

terms used but not otherwise defined herein or in the Ballot shall have the meanings given to

such terms in the Plan. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT

CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims

against the Debtor (including those holders who abstain from voting on or reject the Plan, and

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and

the transactions contemplated thereby, whether or not they vote and whether or not they accept

the Plan.

3. To have your vote counted, you must properly complete, sign, and return

this Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than

5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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7

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

 (F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

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You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

4. To properly complete the Ballot, you must follow the procedures described

below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your

relationship to such entity and the capacity in which you are signing and

submit satisfactory evidence of your authority to so act (e.g., a power of

attorney or a certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one

Ballot, labeled for a different Class of Claims. Your vote will be counted in

determining acceptance or rejection of the Plan by a particular Class of Claims

against the Debtor only if you complete, sign, and return the Ballot labeled for

that Class of Claims in accordance with the instructions on the Ballot;

e. If you believe you have received the wrong Ballot, please contact the

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent,

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies

between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU:

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT,

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT,

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR

THE PLAN,

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC

FORMAT AND DESIRE PAPER COPIES, OR

8

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(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER

ENCLOSED MATERIALS,

PLEASE CONTACT THE BALLOTING AGENT BY:

 TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR

 EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA

SOLICITATION’ IN THE SUBJECT LINE).

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF,

THE DEBTOR, OR THE COURT.

9

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Schedule 3(c)

Form of Ballot for Non-Settling Monolines on Account of Claims in

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)

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In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

BALLOT FOR

NON-SETTLING MONOLINES ON ACCOUNT OF CLAIMS IN CLASS 2

(NON-SETTLING BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight

Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA” or the

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

Stability Act (“PROMESA”),2 is soliciting votes with respect to the First Amended Title III Plan

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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 (“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).

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

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Document Page 213 of 294
2

Copies of the Plan and Disclosure Statement are enclosed in the package containing this

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Plan. If you have any questions regarding the proper completion

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the

“Balloting Agent”),4 by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by a Non-Settling Monoline. Pursuant to the

Disclosure Statement Order, a Non-Settling Monoline is entitled to vote to accept or reject the

Plan on account of Impaired Claims in Class 2 (Non-Settling Bondholder and Non-Settling

Monoline Claims) arising from securities insured by such Non-Settling Monoline. To have

your vote counted, you must complete, sign, and return this Ballot so that it is received by

the Balloting Agent no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023,

unless such time is extended (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No.

17-BK-4780, ECF No. _____]3 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims

against PREPA.

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court

approved the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment

of the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be

updated, supplemented, amended and/or otherwise modified from time to time, including all

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to

solicit votes with respect to the acceptance or rejection of the Plan.

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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Document Page 214 of 294
3

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform).

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

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4

$

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to

(please check one):

The Ballot must actually be received by the Balloting Agent by no later than the

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is

extended by the Debtor.

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s

rights in any other context, each Claim within a Class of Claims entitled to vote to accept or

reject the Plan shall be in an amount as determined by the procedures set forth in the Disclosure

Statement Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii)

a proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any

Claim or the right to vote on account of securities giving rise to such Claim.

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 2

(Non-Settling Bondholder and Non-Settling Monoline Claims) set forth below in the

following aggregate amount:

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website

and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:

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Document Page 216 of 294
5

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than holder)

Title:

Address:

Telephone

Number:

Email:

Date Completed:

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email or other means of

electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you

receive, as applicable.

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided

with a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The

undersigned certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it

has asserted full power and authority to vote to accept or reject the Plan. The undersigned

further acknowledges that the Debtor’s solicitation of votes is subject to all terms and conditions

set forth in the Disclosure Statement and the order of the District Court approving the Disclosure

Statement and the procedures for the solicitation of votes to accept or reject the Plan contained

therein.

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6

VOTING INSTRUCTIONS FOR A NON-SETTLING MONOLINE

COMPLETING A BALLOT ON ACCOUNT OF CLAIMS IN CLASS 2

(NON-SETTLING BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the First

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●],

2023 [Case No. 17-BK-4780, ECF No. _____]5 (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), and (ii) consent to the

injunction and release provisions of the Plan if you vote to accept the Plan. The terms of the

Plan are described in the Modified Disclosure Statement for the First Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the

same may be updated, supplemented, amended and/or otherwise modified from time to time,

including all exhibits and attachments thereto, the “Disclosure Statement”). All capitalized

terms used but not otherwise defined herein or in the Ballot shall have the meanings given to

such terms in the Plan. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT

CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims

against the Debtor (including those holders who abstain from voting on or reject the Plan, and

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and

the transactions contemplated thereby, whether or not they vote and whether or not they accept

the Plan.

3. To have your vote counted, you must properly complete, sign, and return

this Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than

5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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Document Page 218 of 294
7

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

 (F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

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Document Page 219 of 294
You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

4. To properly complete the Ballot, you must follow the procedures described

below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your

relationship to such entity and the capacity in which you are signing and

submit satisfactory evidence of your authority to so act (e.g., a power of

attorney or a certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one

Ballot or Ballot, labeled for a different Class of Claims. Your vote will be

counted in determining acceptance or rejection of the Plan by a particular

Class of Claims against the Debtor only if you complete, sign, and return the

Ballot labeled for that Class of Claims in accordance with the instructions on

the Ballot;

e. If you believe you have received the wrong Ballot, please contact the

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent,

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies

between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU:

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT,

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT,

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR

THE PLAN,

8

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Document Page 220 of 294
(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC

FORMAT AND DESIRE PAPER COPIES, OR

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER

ENCLOSED MATERIALS,

PLEASE CONTACT THE BALLOTING AGENT BY:

 TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR

 EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA

SOLICITATION’ IN THE SUBJECT LINE).

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF,

THE DEBTOR, OR THE COURT.

9

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Document Page 221 of 294
10

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Document Page 222 of 294
Schedule 3(d)

Form of Ballot for National on Account of Claims in

Class 5 (National Insured Bond Claims)

Case:17-03283-LTS Doc#:23600 Filed:02/21/23 Entered:02/21/23 21:06:57 Desc: Main

Document Page 223 of 294
In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

BALLOT FOR NATIONAL ON ACCOUNT OF CLAIMS

IN CLASS 5 (NATIONAL INSURED BOND CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight

Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA” or the

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

Stability Act (“PROMESA”),2 is soliciting votes with respect to the First Amended Title III Plan

of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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 (“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).

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

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Document Page 224 of 294
2

Copies of the Plan and Disclosure Statement are enclosed in the package containing this

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Plan. If you have any questions regarding the proper completion

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the

“Balloting Agent”),4 by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by National Public Finance Guarantee Corporation

(“National”). Pursuant to the Disclosure Statement Order, National is entitled to accept or reject

the Plan on account of Impaired Claims in Class 5 (National Insured Bond Claims) arising from

securities insured by National. To have your vote counted, you must complete, sign, and

return this Ballot so that it is received by the Balloting Agent no later than 5:00 p.m.

(Atlantic Standard Time) on June 7, 2023, unless such time is extended (the “Voting

Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

17-BK-4780, ECF No. _____]3 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims

against PREPA.

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court

approved the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment

of the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be

updated, supplemented, amended and/or otherwise modified from time to time, including all

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to

solicit votes with respect to the acceptance or rejection of the Plan.

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23600 Filed:02/21/23 Entered:02/21/23 21:06:57 Desc: Main

Document Page 225 of 294
3

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is

extended by the Debtor.

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

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Document Page 226 of 294
4

$

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to

(please check one):

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s

rights in any other context, each Claim within a Class of Claims entitled to vote to accept or

reject the Plan shall be in an amount as determined by the procedures set forth in the Disclosure

Statement Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii)

a proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any

Claim.

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 5

(National Insured Bond Claims) set forth below in the following aggregate amount:

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website

and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email or other means of

electronic transmission will not be counted.

Case:17-03283-LTS Doc#:23600 Filed:02/21/23 Entered:02/21/23 21:06:57 Desc: Main

Document Page 227 of 294
5

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than holder)

Title:

Address:

Telephone

Number:

Email:

Date Completed:

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you

receive, as applicable.

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided

with a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The

undersigned certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it

has full power and authority to vote to accept or reject the Plan. The undersigned further

acknowledges that the Debtor’s solicitation of votes is subject to all terms and conditions set

forth in the Disclosure Statement and the order of the District Court approving the Disclosure

Statement and the procedures for the solicitation of votes to accept or reject the Plan contained

therein.

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6

VOTING INSTRUCTIONS FOR NATIONAL ON ACCOUNT OF CLAIMS IN CLASS 5

(NATIONAL INSURED BOND CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the First

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●],

2023 [Case No. 17-BK-4780, ECF No. _____]5 (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), and (ii) consent to the

injunction and release provisions of the Plan if you vote to accept the Plan. The terms of the

Plan are described in the Modified Disclosure Statement for the First Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the

same may be updated, supplemented, amended and/or otherwise modified from time to time,

including all exhibits and attachments thereto, the “Disclosure Statement”). All capitalized

terms used but not otherwise defined herein or in the Ballot shall have the meanings given to

such terms in the Plan. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT

CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims

against the Debtor (including those holders who abstain from voting on or reject the Plan, and

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and

the transactions contemplated thereby, whether or not they vote and whether or not they accept

the Plan.

3. To have your vote counted, you must properly complete, sign, and return

this Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than

5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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7

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

 (F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

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4. To properly complete the Ballot, you must follow the procedures described

below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your

relationship to such entity and the capacity in which you are signing and

submit satisfactory evidence of your authority to so act (e.g., a power of

attorney or a certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one

Ballot, labeled for a different Class of Claims. Your vote will be counted in

determining acceptance or rejection of the Plan by a particular Class of Claims

against the Debtor only if you complete, sign, and return the Ballot labeled for

that Class of Claims in accordance with the instructions on the Ballot;

e. If you believe you have received the wrong Ballot, please contact the

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent,

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies

between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU:

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT,

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT,

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR

THE PLAN,

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC

FORMAT AND DESIRE PAPER COPIES, OR

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER

ENCLOSED MATERIALS,

8

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Document Page 231 of 294
PLEASE CONTACT THE BALLOTING AGENT BY:

 TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR

 EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA

SOLICITATION’ IN THE SUBJECT LINE).

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF,

THE DEBTOR, OR THE COURT.

9

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Schedule 3(e)

Form of Ballot for

Holders of Claims in Class 3 (Pension

Claim), Class 6 (National Reimbursement

Claim), Class 7 (General Unsecured

Claims), Class 8 (Vitol Claims), Class 9

(Assured Insured Interest Rate Swaps Claims),

Class 11 (Eminent Domain/Inverse Condemnation

Claims), and Class 12 (Federal Claims),

and Holders of Claims arising from Assured Matured

Bonds

, and Holders of Claims Arising from ATOP Ineligible Bonds

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Document Page 233 of 294
In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

BALLOT FOR [HOLDERS OF CLAIMS

IN [CLASS 3 (PENSION CLAIM)]1 (SETTLING BONDHOLDER

/ [CLASS 6 (NATONAL REIMBURSEMENT CLAIMS)]

/ [CLASS 7 (GENERAL UNSECURED CLAIMS)] / [CLASS

8 (VITOL

AND SETTLING MONOLINE CLAIMS)2

] / [CLASS 2 (NON-SETTLING BONDHOLDER

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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 (“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).

2

[NTD: ATOP Ineligible Bonds]

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2

AND NON-SETTLING MONOLINE CLAIMS)3

] / [CLASS 3 (PENSION CLAIM)] / [CLASS

6 (NATONAL REIMBURSEMENT CLAIMS)] / [CLASS

7 (GENERAL UNSECURED CLAIMS)] / [CLASS 8 (VITOL

CLAIMS)] / [CLASS 9 (ASSURED INSURED INTEREST

 RATE

SWAPS CLAIMS)] / [CLASS 11 (EMINENT DOMAIN/INVERSE

CONDEMNATION CLAIMS)] / [CLASS 12 (FEDERAL CLAIMS)]] AND

[HOLDERS OF CLAIMS ARISING FROM ASSURED MATURED BONDS]

The Financial Oversight And Management Board For Puerto Rico (the “Oversight

Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA” or the

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

Stability Act (“PROMESA”),24 is soliciting votes with respect to the First Amended Title III Plan

of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No.

17-BK-4780, ECF No. _____]35 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims

against PREPA.

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court

approved the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment

of the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be

updated, supplemented, amended and/or otherwise modified from time to time, including all

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to

solicit votes with respect to the acceptance or rejection of the Plan.

Copies of the Plan and Disclosure Statement are enclosed in the package containing this

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Plan. If you have any questions regarding the proper completion

of this Ballot, please contact Kroll Restructuring Administration LLC (f/k/a Prime Clerk

LLC) (“Kroll” or the “Balloting Agent”),46 by telephone at (844) 822-9231 (toll free for U.S.

and Puerto Rico) or (646) 486-7944 (for international callers), available 10:00 a.m. to 7:00

p.m. (Atlantic Standard Time) (Spanish available), or by email at

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by holders of Claims in the Classes listed below. To

have your vote counted, you must complete, sign, and return this Ballot so that it is

3

[NTD: Assured Matured Bonds and ATOP Ineligible Bonds]

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

35 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

46

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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Document Page 235 of 294
3

M – F

8:30 a.m.

to

5:00 p.m.

received by the Balloting Agent no later than 5:00 p.m. (Atlantic Standard Time) on June

7, 2023, unless such time is extended (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit E-Ballot”

link. Follow the instructions set forth on the website. You are encouraged to

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot

via the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

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4

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918 M – F

8:30 a.m.

to

5:00 p.m.

Address

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is

extended by the Debtor.

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s

rights in any other context, each Claim within a Class of Claims entitled to vote to accept or

reject the Plan shall be in an amount as determined by the procedures set forth in the Disclosure

Statement Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii)

a proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any

Claim.

Pursuant to the Plan, you may be required, as a condition to receiving any distribution on

your Claim, to complete the appropriate Internal Revenue Service Form W-8 or Form W-9, as

applicable. Information relating to these forms and instructions on filling them out can be found

on the Internal Revenue Service’s website: https://www.irs.gov/.

(Continued on Next Page)

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

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5

$

To submit your [election in Item 2 and] / [information in Item 2 and] vote in Item [2] / [3] below

via the “E-Ballot” platform, please visit https://cases.ra.kroll.com/puertorico. Click on the

“Submit E-Ballot” section of the website and follow the instructions to submit your ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:

Kroll’s “E-Ballot” platform is the sole manner in which elections and votes will be accepted via

electronic or online transmission. Elections and votes submitted by facsimile, email or other

means of electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of your

electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you receive, as

applicable.

Creditors who make an election or vote using Kroll’s “E-Ballot” platform should NOT also

submit a paper Ballot.

Item 2.

13 Election to be Treated as Convenience Claim (Class 13).

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds [the] Claim(s) [in

[[Class 1 (Settling Bondholder and Settling Monoline Claims)1] / [Class 2 (Non-Settling

Bondholder and Non-Settling Monoline Claims)2] [Class 3 (Pension Claim)] / [Class 6 (National

Reimbursement Claim] / [Class 7 (General Unsecured Claims)] / [Class 8 (Vitol Claims)] /

[Class 9 (Assured Insured Interest Rate Swaps Claims)] / [Class 11 (Eminent Domain/Inverse

Condemnation Claims)] / [Class 12 (Federal Claims)]] / [arising from Assured Matured Bonds]

as of February 28, 2023, the Voting Record Date, as set forth below in the following aggregate

amount:

1

 [NTD: ATOP Ineligible Bonds]

2

[NTD: Assured Matured Bonds and ATOP Ineligible Bonds]

13

[Item 2 election only to be included for ballots delivered to holders of Claims in Class 7 (General Unsecured

Claims)].

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6

 Elect to be Treated as Convenience Claim in Class 13

(Available only to holders of Claims in Class 7)

If you make the election above, skip to Item 4 below as you are deemed to have accepted

the Plan.

Item [2] / [3]. Vote on Plan [(skip if you have elected to be treated as a Convenience

Claim in Item 2 above)].

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to

(please check one):

Pursuant to the Plan, any holder of an Allowed PREPA General Unsecured Claim may elect to

(a) reduce the amount of such Allowed Claim to $10,000.00 and (b) have such reduced Claim be

treated pursuant to Class 13 (Convenience Claims), receiving a projected recovery of 100% of

such reduced claim.

Any holder of multiple Allowed PREPA General Unsecured Claims may elect to (a) reduce the

amount of such multiple Claims to an aggregate amount of $20,000.00 and (b) have such

reduced claims be treated pursuant to Class 13 (Convenience Claims), receiving a projected

recovery of 100% of such reduced claim; provided, however, that the aggregate amount of

consideration to be made available to Convenience Claims shall be One Million Dollars

($1,000,000.00); and provided, further, that in the event the Convenience Cap is exceeded,

holders of Allowed Convenience Claims shall receive a Pro Rata Share of the Convenience Cap.

If you hold multiple Allowed PREPA General Unsecured Claims, receive more than one ballot,

and wish to make this election, you must make a consistent election on all the ballots you

received for them to be treated pursuant to Class 13 (Convenience Claims). If the ballots do not

all consistently elect to be treated Class 13 (Convenience Claims), such election will not be

effective.

If you elect to have your Claim reduced and treated as a Convenience Claim in Class 13, you will

be deemed to have accepted the Plan as a holder of a Claim in Class 13 (Convenience Claims).

* * * * *

The undersigned holder of a General Unsecured Claim in Class 7 in the amount set forth in Item

1 above hereby elects to have such holder’s General Unsecured Claim (a) reduced to $10,000.00

(and if such holder holds multiple Allowed PREPA General Unsecured Claims, such multiple

claims reduced to an aggregate amount of $20,000.00) and (b) treated as a Convenience Claim in

Class 13.

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

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7

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than holder)

Title:

Address:

Telephone

Number:

Email:

Date Completed:

Item [3] / [4]. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided

with a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The

undersigned certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it

has full power and authority to vote to accept or reject the Plan [and make the election in Item 2

above]. The undersigned further acknowledges that the Debtor’s solicitation of votes is subject

to all terms and conditions set forth in the Disclosure Statement and the order of the District

Court approving the Disclosure Statement and the procedures for the solicitation of votes to

accept or reject the Plan contained therein.

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8

CLAIMS)5] / [CLASS 3 (PENSION CLAIM)]

/ [CLASS 6 (NATONAL REIMBURSEMENT CLAIMS)]

/ [CLASS 7 (GENERAL UNSECURED CLAIMS)] / [CLASS

8 (VITOL CLAIMS)] / [CLASS 9 (ASSURED INSURED INTEREST

RATE SWAPS CLAIMS)] / [CLASS 11 (EMINENT DOMAIN/INVERSE

CONDEMNATION CLAIMS)] / [CLASS 12 (FEDERAL CLAIMS)]] / [ARISING FROM

ASSURED MATURED BONDS]

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject

the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 2023 [Case No. 17-BK-4780, ECF No. _____]26 (as the same may

be updated, supplemented, amended and/or otherwise modified from time to time, the

“Plan”), and (ii) consent to the injunction and release provisions of the Plan if you vote to

accept the Plan. The terms of the Plan are described in the Modified Disclosure

Statement for the First Amended Title III Plan of Adjustment of the Puerto Rico Electric

Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, including all

exhibits and attachments thereto, the “Disclosure Statement”). All capitalized terms used

but not otherwise defined herein or in the Ballot shall have the meanings given to such

terms in the Plan. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT

CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the

holders of two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of

the Allowed Claims in a Class that have voted to accept or reject the Plan. In the event a

Class rejects the Plan, the Court may nevertheless confirm the Plan and thereby make it

binding on holders of Claims in the Class if the Court finds the Plan does not unfairly

discriminate against and accords fair and equitable treatment to the holders of Claims in

the Class and all other Classes of Claims rejecting the Plan, and otherwise satisfies the

requirements of PROMESA Section 314(b) and Section 1129(b) of the Bankruptcy Code.

If the Plan is confirmed by the Court, all holders of Claims against the Debtor (including

those holders who abstain from voting on or reject the Plan, and those holders who are

VOTING

AND ELECTION INSTRUCTIONS FOR COMPLETING

THE BALLOT FOR CLAIMS [IN [CLASS 3 (PENSION CLAIM)] / [CLASS 6

(NATIONAL REIMBURSEMENT CLAIM)] / [CLASS 7 (GENERAL UNSECURED

CLAIMS)] / [CLASS 8 (VITOL 1

(SETTLING BONDHOLDER AND SETTLING MONOLINE

CLAIMS)4] / [CLASS 2 (NON-SETTLING

BONDHOLDER AND NON-SETTLING MONOLINE

4

[NTD: ATOP Ineligible Bonds]

5

[NTD: Assured Matured Bonds and ATOP Ineligible Bonds]

26 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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9

not entitled to vote on the Plan) will be bound by the confirmed Plan and the transactions

contemplated thereby, whether or not they vote and whether or not they accept the Plan.

3. [Pursuant to the Plan, any holder of an Allowed PREPA General

Unsecured Claim may elect to (a) reduce the amount of such Allowed Claim to

$10,000.00 and (b) have such reduced Claim be treated pursuant to Class 13

(Convenience Claims), receiving a projected recovery of 100% of such reduced claim;

provided, however, that the aggregate amount of consideration to be made available to

Convenience Claims shall be One Million Dollars ($1,000,000.00); and provided, further,

that in the event the Convenience Cap is exceeded, holders of Allowed Convenience

Claims shall receive a Pro Rata Share of the Convenience Cap. Any holder of multiple

Allowed PREPA General Unsecured Claims may elect to (a) reduce the amount of such

multiple Claims to an aggregate amount of $20,000.00 and (b) have such reduced claims

be treated pursuant to Class 13 (Convenience Claims), receiving a projected recovery of

100% of such reduced claim. If you elect to have your Claim reduced and treated as a

Convenience Claim in Class 13, you will be deemed to have accepted the Plan as a holder

of a Claim in Class 13 (Convenience Claims).]37

4. To have your vote or election counted, you must properly complete,

sign, and return this Ballot to Kroll Restructuring Administration LLC (f/k/a Prime

Clerk LLC) (“Kroll” or the “Balloting Agent”) so that it is received by the Balloting

Agent no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the

“Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit E-Ballot”

link. Follow the instructions set forth on the website. You are encouraged to

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot

via the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINSTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

37

 Applicable only to Class 7 (General Unsecured Claims).

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10

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

5. To properly complete the Ballot, you must follow the procedures

described below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject

the Plan, or make an election with respect to, all the Claims you hold in a

Class;

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

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c. If you are completing this Ballot on behalf of another entity, indicate your

relationship to such entity and the capacity in which you are signing and

submit satisfactory evidence of your authority to so act (e.g., a power of

attorney or a certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one

Ballot, labeled for a different Class of Claims. Your vote will be counted

in determining acceptance or rejection of the Plan by a particular Class of

Claims against the Debtor only if you complete, sign, and return the Ballot

labeled for that Class of Claims in accordance with the instructions on the

Ballot;

e. If you believe you have received the wrong Ballot, please contact the

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

6. If more than one Ballot voting the same Claim is received by the Balloting

Agent, the latest Ballot received prior to the Voting Deadline will, to the extent of any

inconsistencies between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU:

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT,

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT,

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR

THE PLAN,

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC

FORMAT AND DESIRE PAPER COPIES, OR

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER

ENCLOSED MATERIALS,

PLEASE CONTACT THE BALLOTING AGENT BY:

 TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR

 EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA

SOLICITATION’ IN THE SUBJECT LINE).

11

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PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF,

THE DEBTOR, OR THE COURT.

12

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Schedule 4(a)

Notice of Non-Voting Status (Deemed to Reject)

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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,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS

(CLASS 14 (SECTION 510(B) SUBORDINATED CLAIMS)) – DEEMED TO REJECT

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Modified Disclosure Statement for the First Amended Title

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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 (“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).

Case:17-03283-LTS Doc#:23600 Filed:02/21/23 Entered:02/21/23 21:06:57 Desc: Main

Document Page 247 of 294
2

17-BK-4780, ECF No. _____]2 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto

Rico (the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority

(“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight,

Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting acceptances or

rejections of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 2023 [ECF No. _____] (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired

Claims who are (or may be) entitled to receive distributions under the Plan.

UNDER THE TERMS OF THE PLAN, YOU ARE NOT ENTITLED TO

RECEIVE OR RETAIN ANY PROPERTY ON ACCOUNT OF YOUR

CLAIM(S) AGAINST THE DEBTOR. THEREFORE, PURSUANT TO

SECTION 1126(g) OF THE BANKRUPTCY CODE, YOU ARE (I)

DEEMED TO HAVE REJECTED THE PLAN, AND (II) NOT ENTITLED

TO VOTE ON THE PLAN.

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

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3

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order4 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order

prior to the Confirmation Objection Deadline will be prohibited from making an oral

presentation before the Court at the Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or

responding party;

c. State with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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4

so as to be received on or before the Confirmation Objection Deadline

(June 7, 2023 at 5:00 p.m. (Atlantic Standard Time)), and

e. 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 Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT,

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC (“KROLL”),5 BY (I) FIRST CLASS

MAIL OR OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O

KROLL RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC),

850 THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23600 Filed:02/21/23 Entered:02/21/23 21:06:57 Desc: Main

Document Page 250 of 294
5

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

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Schedule 4(b)

Notice of Non-Voting Status (Deemed to Accept)

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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,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS CLASS 10 (ORDINARY COURSE CUSTOMER

CLAIMS) AND CLASS 13 (CONVENIENCE CLAIMS)) – DEEMED TO ACCEPT

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Modified Disclosure Statement for the First Amended Title

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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 (“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).

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Document Page 253 of 294
2

17-BK-4780, ECF No. _____]2 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto

Rico (the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority

(“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight,

Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting acceptances or

rejections of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 2023 [ECF No. _____] (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired

Claims who are (or may be) entitled to receive distributions under the Plan.

UNDER THE TERMS OF THE PLAN, YOUR CLAIM(S)

AGAINST THE DEBTOR ARE UNIMPAIRED.

THEREFORE, PURSUANT TO SECTION 1126(f) OF THE

BANKRUPTCY CODE, YOU ARE (I) DEEMED TO HAVE

ACCEPTED THE PLAN, AND (II) NOT ENTITLED TO

VOTE ON THE PLAN.

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

Case:17-03283-LTS Doc#:23600 Filed:02/21/23 Entered:02/21/23 21:06:57 Desc: Main

Document Page 254 of 294
3

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order4 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order

prior to the Confirmation Objection Deadline will be prohibited from making an oral

presentation before the Court at the Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or

responding party;

c. State with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s

case filing system, you may instead mail your objection to the

Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

Case:17-03283-LTS Doc#:23600 Filed:02/21/23 Entered:02/21/23 21:06:57 Desc: Main

Document Page 255 of 294
so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard Time)),

and

e. 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 Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT,

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC BY (I) FIRST CLASS MAIL OR

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850

THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

4

Case:17-03283-LTS Doc#:23600 Filed:02/21/23 Entered:02/21/23 21:06:57 Desc: Main

Document Page 256 of 294
5

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

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Schedule 4(c)

Notice of Non-Voting Status (Disputed Claims)

Case:17-03283-LTS Doc#:23600 Filed:02/21/23 Entered:02/21/23 21:06:57 Desc: Main

Document Page 258 of 294
In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS (DISPUTED CLAIMS)

You are receiving this Notice because you hold a Claim that is subject to an objection.

You should read this Notice carefully and discuss it with your attorney. If you do not have an

attorney, you may wish to consult one.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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 (“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).

Case:17-03283-LTS Doc#:23600 Filed:02/21/23 Entered:02/21/23 21:06:57 Desc: Main

Document Page 259 of 294
2

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Modified Disclosure Statement for the First Amended Title

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No.

17-BK-4780, ECF No. _____]2 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto

Rico (the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority

(“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight,

Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting acceptances or

rejections of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 2023 [ECF No. _____] (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired

Claims who are (or may be) entitled to receive distributions under the Plan. You are not required

to vote on the Plan to receive distributions pursuant to the terms of the Plan, if confirmed by the

Court.

YOU ARE NOT ENTITLED TO VOTE YOUR CLAIM TO

ACCEPT OR REJECT THE PLAN UNLESS YOUR CLAIM

HAS BEEN ALLOWED PURSUANT TO AN ORDER OF

THE COURT ON OR BEFORE JUNE 7, 2023.

You may seek to challenge the allowance or disallowance of your Claim for voting purposes by

filing a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing your

Claim (a “Rule 3018(a) Motion”). In accordance with Bankruptcy Rule 3018(a), as to any to any

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

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3

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before [●], 2023 at 5:00 p.m. (Atlantic Standard Time).

4

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before [●], 2023 at 5:00 p.m.

(Atlantic Standard Time).

5

* * * * *

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

creditor filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted except as may

be otherwise ordered by the Court prior to June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time) (the “Voting Deadline”). A form of Rule 3018(a) Motion is available at

https://cases.ra.kroll.com/puertorico/.

Procedures for Filing a Rule 3018(a) Motion. A motion pursuant to Bankruptcy Rule

3018(a) must:

a. Be in writing, in English, and signed;

b. State your name and address;

c. State with particularity the basis and nature of your Claim and the reasons

why the Court should temporarily allow your Claim for voting purposes;

4

[Tenth (10th) day after the later of (i) service of the Confirmation Hearing Notice, and (ii) service of notice of an

objection or request for estimation, if any, as to such Claim.]

5

[Tenth (10th) day after the later of (i) service of the Confirmation Hearing Notice, and (ii) service of notice of an

objection or request for estimation, if any, as to such Claim.]

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4

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order6 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection

Deadline will be prohibited from making an oral presentation before the Court at the

Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or

responding party;

c. State with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

6 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time)), and

e. 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 Electric Power Authority) so as to be received

on or before the on or before the Confirmation Objection Deadline (June

7, 2023 at 5:00 p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT,

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC, BY (I) FIRST CLASS MAIL OR

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850

THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

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6

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

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Schedule 4(d)

Notice of Non-Voting Status for

Holders of PREPA Revenue Bond Claims Insured by

a Settling Monoline or a Non-Settling Monoline

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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,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS [CLASS 1 (SETTLING BONDHOLDER AND

SETTLING MONOLINE CLAIMS)] / [CLASS 2 (NON-SETTLING BONDHOLDER

AND NON-SETTLING MONOLINE CLAIMS)]

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Modified Disclosure Statement for the First Amended Title

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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 (“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

Case:17-03283-LTS Doc#:23600 Filed:02/21/23 Entered:02/21/23 21:06:57 Desc: Main

Document Page 266 of 294
2

17-BK-4780, ECF No. _____]2 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto

Rico (the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority

(“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight,

Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting acceptances or

rejections of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 2023 [ECF No. _____] (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired

Claims who are (or may be) entitled to receive distributions under the Plan.

Voting with respect to PREPA Revenue Bond Claims Insured by [a Settling Monoline /

a Non-Settling Monoline].

PURSUANT TO THE ORDER APPROVING THE

DISCLOSURE STATEMENT, [_____] SHALL BE

ENTITLED TO VOTE TO ACCEPT OR REJECT THE

PLAN ON ACCOUNT OF ALL [_____] INSURED BOND

CLAIMS. ACCORDINGLY, YOU ARE NOT ENTITLED

TO VOTE ON ACCOUNT OF SUCH CLAIM(S).

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767

(“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).

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

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3

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order4 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection

Deadline will be prohibited from making an oral presentation before the Court at the

Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or

responding party;

c. State with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s

case filing system, you may instead mail your objection to the

Court’s Clerk’s office at:

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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4

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time)), and

e. 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 Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S)

OR WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE

STATEMENT, PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC,5 BY (I) FIRST CLASS MAIL OR

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC) , 850

THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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Document Page 269 of 294
5

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

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Schedule 4(e)

Notice of Non-Voting Status for Holders of Claims

Subject to Administrative Claims Reconciliation

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Document Page 271 of 294
In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS

(CLAIMS SUBJECT TO ADMINISTRATIVE CLAIMS RECONCILIATION)

You are receiving this Notice because you hold a Claim that was transferred to administrative

claims reconciliation pursuant to the Order (A) Authorizing Administrative Reconciliation of

Claims, (B) Approving Additional Form of Notice, and (C) Granting Related Relief [Case No.

17-3283, ECF No. 12274] (the “ACR Order”).

You should read this Notice carefully and discuss it with your attorney. If you do not have an

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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 (“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).

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Document Page 272 of 294
2

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Modified Disclosure Statement for the First Amended Title

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No.

17-BK-4780, ECF No. _____]2 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto

Rico (the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority

(“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight,

Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting acceptances or

rejections of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 2023 [ECF No. _____] (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired

Claims who are (or may be) entitled to receive distributions under the Plan. You are not required

to vote on the Plan to receive distributions pursuant to the terms of the Plan, if confirmed by the

Court.

 YOU ARE NOT ENTITLED TO VOTE YOUR CLAIM TO ACCEPT OR

REJECT THE PLAN, UNLESS YOUR CLAIM HAS BEEN ALLOWED PURSUANT TO

AN ORDER OF THE COURT ON OR BEFORE JUNE 7, 2023.

You may seek to challenge the allowance or disallowance of your Claim for voting

purposes by filing a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily

attorney, you may wish to consult one.

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

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3

h. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before [●], 2023 at 5:00 p.m. (Atlantic Standard Time).

4

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before [●], 2023 at 5:00 p.m.

(Atlantic Standard Time). 5

* * * * *

allowing your Claim (a “Rule 3018(a) Motion”). In accordance with Bankruptcy Rule 3018(a),

as to any to any creditor filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted

except as may be otherwise ordered by the Court prior to June 7, 2023 at 5:00 p.m. (Atlantic

Standard Time) (the “Voting Deadline”). A form of Rule 3018(a) Motion, together with

instructions for filing and serving the 3018(a) Motion, is available at

https://cases.ra.kroll.com/puertorico/.

Procedures for Filing a Rule 3018(a) Motion. A motion pursuant to Bankruptcy Rule

3018(a) must:

e. Be in writing, in English, and signed;

f. State either your or your designated representative’s name, address, telephone

number, and email address;

g. State with particularity the basis and nature of your Claim and the reasons

why the Court should temporarily allow your Claim for voting purposes;

4

[Note: Tenth (10th) day after deadline to serve Confirmation Hearing Notice.]

5

[Note: Tenth (10th) day after deadline to serve Confirmation Hearing Notice.]

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4

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order6 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection

Deadline will be prohibited from making an oral presentation before the Court at the

Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or

responding party;

c. State with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

6 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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5

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time)), and

e. 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 Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT,

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC “KROLL”),7 BY (I) FIRST CLASS MAIL

OR OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O

KROLL RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC),

850 THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

7

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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6

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

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

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

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Schedule 5

Form of Election Notice for Holders of Claims in Class 5

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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,

Debtor.

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-4780-LTS

(Jointly Administered)

ELECTION NOTICE

FOR NATIONAL INSURED BONDHOLDERS WITH CLAIMS IN CLASS 5

This Election Notice (the “Notice”) is being sent to the beneficial holders of Allowed

National Insured Bond Claims arising on account of National Insured Bonds, which are insured

by National Public Finance Guarantee Corporation (“National”). These securities give rise to

Claims in Class 5 of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric

Power Authority, dated [●], 2023 [ECF No. _____] (as the same may be updated, supplemented,

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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 (“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).

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2

Each holder of an Allowed National Insured Bond3 has the option to elect to receive on the

Effective Date, or as soon as reasonably practicable thereafter, in full consideration, satisfaction,

release, and exchange of such holder’s Claim:

National Commutation Treatment (Option 1): On the Effective Date, or as soon as

reasonably practicable thereafter, you will receive the National Commutation

Consideration, distributable by or at the direction of National in its sole and absolute

discretion pursuant to Section 20.A of the Plan. The National Commutation

Consideration consists of a combination of some or all of the following: (i) your Pro Rata

Share of the National Plan Consideration; (ii) a percentage, to be determined at

National’s sole discretion, of the amounts distributable to National in accordance with the

terms and provisions of Article VIII.A of the Plan; and (iii) Cash in an amount to be

determined by National in its sole discretion, in full and complete satisfaction, release,

and discharge of any further obligation of National with respect to the applicable

National Insurance Policies (and, by making such election, you shall be deemed to have

agreed to commute the National Insurance Policies relating to your Allowed National

Insured Bond Claim).

If you elect the National Commutation Treatment (Option 1), (i) you shall not receive any

payments from National under the National Insurance Policies on account of accrued and

unpaid interest on and after, or, in the case of any capital appreciation bonds, the accreted

value on and after, the Effective Date, and to the extent any accrued or accreted interest is

paid to you by National after such date, such amount shall be credited against the

consideration you (or your successors, transferees, or assigns) are otherwise entitled to

receive as National Commutation Consideration, (ii) the National Insured Bonds

underlying your Allowed National Insured Bond Claim shall be deemed cancelled on the

Effective Date, and (iii) you shall have no other or further rights under or with respect to

the applicable National Insurance Policy or any of the National Non-Commutation

Treatment options described in Section 20.B of the Plan or with respect to the National

Non-Commutation Treatment (Option 2) below.

National Non-Commutation Treatment (Option 2): If you timely and validly elect to

receive the National Non-Commutation Treatment, (i) National shall receive the National

amended and/or otherwise modified from time to time, the “Plan”).2 Although National has the

right to cast the vote on account of Claims arising from National Insured Bonds to accept or

reject the Plan, holders of Claims in Class 5 are entitled to elect their form of treatment pursuant

to the Plan.

2 Unless otherwise defined herein, each capitalized term used herein shall have the meaning given to it in the Plan.

3 Any calculations and/or payments to be made to you based on, or in relation to, your Allowed National Insured

Bond Claims pursuant to the options set out herein will take into account any payments of principal and/or

accrued interest already made to you by National pursuant to the terms of the relevant National Insurance

Policies. For the avoidance of doubt, you shall not be compensated for any amounts already paid to you pursuant

to the terms of the relevant National Insurance Policies.

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3

Plan Consideration distributable on account of the applicable Allowed National Insured

Bond Claim, and (ii) such Holder shall receive the following treatment(s):4

(i) Custodial Trusts: You shall (A) deposit, or be deemed to have deposited,

among other things, your Pro Rata Share of the National Trust

Consideration, the National Insured Bonds allocable to you, and the

related National Insurance Policies into the applicable National Trust, (B)

be deemed to have received your Pro Rata Share of the National Trust

Consideration and National Certificates in consideration therefor, and (C)

have no recourse to National or the National Insurance Policies other than

as provided for under the terms of the National Trust.

(ii) Escrow: You shall deposit, or be deemed to have deposited, among other

things, your Pro Rata Share of the National Escrow Consideration in the

National Escrow Account and such deposited National Escrow

Consideration shall be held as security for National’s obligations to the

Holders of the National Insured Bonds whose National Escrow

Consideration was deposited in the National Escrow Account under the

National Insurance Policies.

(iii) Payment of Accelerated Amounts: National shall receive the National

Plan Consideration that would be otherwise allocable to you and National

shall fully and completely discharge its obligation to you by paying on the

Effective Date, in Cash, the amount thereof at the National Acceleration

Price as of the date of payment.

(iv) Alternative Treatment: The Oversight Board and National reserve the

right to formulate an alternative election or implementation option with

respect to the National Insured Bonds that is mutually acceptable to the

Oversight Board and National, each in their respective sole discretion;

provided, however, that any such alternative election or implementation

option must be proposed, in writing, prior to the commencement of the

Disclosure Statement hearing.

If you fail to make a valid election or submit an election for less than all of your Claims in

Class 5 (in which case, such election will be void and of no force and effect), you will be

deemed to have elected to commute the applicable National Insurance Policies, to release and

discharge National’s obligations thereunder, and to receive distributions in accordance with

the National Commutation Treatment (Option 1). If you do not validly elect to receive the

National Non-Commutation Treatment, you shall be deemed to have had, on or after the

Effective Date, the National Insured Bonds, including the obligations of National under the

related National Insurance Policies, underlying your Claim cancelled.

4 Pursuant to the Plan, National shall exercise in its sole discretion its election of treatments at or prior to the Plan

Supplement Deadline.

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You are encouraged to review the entire Disclosure Statement and the Plan before making an

election with respect to the form of distribution you will receive under the Plan. The tax

consequences described in the Disclosure Statement are not a substitute for careful tax planning

and professional tax advice upon your individual circumstances and you should seek advice

from your own tax advisor.

Please take notice that you are not able to vote to accept or reject the Plan and will not

receive separate voting instructions for such purpose. Pursuant to the Plan and the

Disclosure Statement Order, National is entitled to vote to accept or reject the Plan on

account of Claims arising from securities insured by National.

IF YOU WISH TO RECEIVE THE NATIONAL COMMUTATION TREATMENT

(OPTION 1), YOU DO NOT NEED TO TAKE ANY FURTHER ACTION. HOWEVER,

IN SUCH CASE, YOU WILL BE DEEMED TO HAVE ELECTED TO RELEASE,

DISCHARGE, AND COMMUTE NATIONAL’S OBLIGATIONS AND THE NATIONAL

INSURANCE POLICY.

Each holder of National Insured Bonds described on Exhibit A attached hereto that wishes

to receive the National Non-Commutation Treatment (Option 2) must submit a valid

election in the manner described herein.

* * * * *

How to Submit a Valid Election

If you wish to elect to receive the National Non-Commutation Treatment (Option 2), you must

instruct your broker or nominee (each, a “Nominee”) to electronically deliver your National

Insured Bonds via the Automated Tender Offer Program (“ATOP”) at The Depository Trust

Company (“DTC”), which will constitute an election via DTC’s ATOP system to receive the

National Non-Commutation Treatment (Option 2).

No paperwork is required to be delivered to Kroll to effectuate the election. The sole means of

effectuating this election is to (i) validly tender your National Insured Bonds into the proper

ATOP envelope at DTC, and (ii) make the election to receive the National Non-Commutation

Treatment (Option 2), each as described on DTC’s ATOP system.

THE ELECTION DEADLINE IS

 5:00 P.M. (ATLANTIC STANDARD TIME) ON JUNE 7, 2023.

This date and time is referred to as the “Election Deadline.”

PLEASE TAKE NOTICE THAT IF YOU TENDER YOUR NATIONAL INSURED

BONDS THROUGH ATOP, YOU WILL BE RESTRICTED FROM TRANSFERRING

YOUR NATIONAL INSURED BONDS FROM THE ELECTION DEADLINE UNTIL

THE EFFECTIVE DATE OF THE PLAN. IF YOU DESIRE TO RETAIN THE

4

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5

ABILITY TO TRADE OR TRANSFER YOUR NATIONAL INSURED BONDS PRIOR

TO THE EFFECTIVE DATE, THEN YOU SHOULD NOT TENDER YOUR NATIONAL

INSURED BONDS THROUGH ATOP.

YOU MAY, HOWEVER, REVOKE YOUR ELECTION AT ANY TIME BEFORE THE

ELECTION DEADLINE AND WITHDRAW ANY TENDERED NATIONAL INSURED

BONDS.

* * * * *

How to Revoke an Election

You may revoke an election to receive the National Non-Commutation Treatment (Option 2) and

withdraw your National Insured Bonds tendered through DTC’s ATOP at any time before the

Election Deadline.

If you wish to revoke your election, you must instruct your Nominee to revoke your election and

withdraw your National Insured Bonds via ATOP at DTC (which withdrawal will be confirmed

by Kroll once notified by DTC of the withdrawal request). No paperwork is required to be

delivered to Kroll to effectuate the election.

If you revoke your election at any time before the Election Deadline, you may make an election

to receive the National Non-Commutation Treatment (Option 2) at any time before the Election

Deadline, in accordance with the instructions to submit an election above.

* * * * *

If you have any questions about your holdings, please contact your Nominee. Additionally, you

must contact your Nominee to take any action described above.

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT

THE BALLOTING AGENT, KROLL RESTRUCTURING ADMINISTRATION LLC

(“KROLL”),5 BY TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND

PUERTO RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), AVAILABLE

10:00 A.M. TO 7:00 P.M. (ATLANTIC STANDARD TIME) (SPANISH AVAILABLE),

OR BY EMAIL AT PUERTORICOINFO@RA.KROLL.COM AND REFERENCE

“NATIONAL DISTRIBUTION ELECTION” IN THE SUBJECT LINE. PLEASE NOTE

THAT KROLL IS NOT AUTHORIZED TO PROVIDE, AND WILL NOT PROVIDE,

LEGAL ADVICE.

All questions as to the validity, form and eligibility (including time of receipt) of your election

will be determined by the Oversight Board, whose determination shall be final and binding on all

parties. The Oversight Board and National reserve the absolute right to reject any or all elections

that are not in proper form or the acceptance of which would, in its legal counsel’s opinion, be

5 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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unlawful. The Oversight Board and National also reserve the right to waive any defects,

irregularities or conditions as to an election. A waiver of any defect or irregularity in one

instance shall not constitute a waiver of the same or any other defect or irregularity with respect

to any other instance except to the extent the Oversight Board may otherwise so provide. An

election shall not be deemed to have been made until any defects or irregularities have been

waived by us or cured. None of the Oversight Board, National or the Balloting Agent, nor any

other person will be under any duty to give notification of any defect or irregularity in this

election, or will incur any liability to you for failure to give any such notification.

6

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7

Description CUSIP

Exhibit A

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Schedule 6

Form of 3018(a) Motion

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THE PURPOSE OF RULE 3018(a) OF THE FEDERAL RULES OF BANKRUPTCY

PROCEDURE IS TO ALLOW PARTIES TO REQUEST THE COURT TO

TEMPORARILY ALLOW THEIR CLAIMS FOR THE PURPOSE OF VOTING ON

THE PLAN OF ADJUSTMENT.

THE COURT WILL DETERMINE AFTER NOTICE AND HEARING WHETHER TO

ALLOW YOUR CLAIMS FOR PURPOSES OF VOTING ON THE PLAN.

What to File. Your motion must be in writing, in English, and contain the following information

(a form of Rule 3018(a) motion is included that you may use).

(a) Contact Information. Your motion must include the name, address, telephone

number, and email address of either (1) the claimant (you); or (2) your attorney or

designated representative to whom the attorneys for the Debtor should serve a reply to the

motion, if any.

(b) Claim Information. Your motion must contain the proof of claim number(s) related

thereto from Kroll (You may search for your claim on

https://cases.ra.kroll.com/puertorico/Home-ClaimInfo). If you do not have a proof of

claim number, you must describe the nature and amount of your asserted claim.

(c) Reason(s) for filing. Your motion must contain a concise statement setting forth the

reasons why the Court should permit you to vote on the Debtor’s plan of adjustment and,

if not amount is included in your proof of claim, the amount that you assert to be owed by

the Debtor.

(d) Signature. You must sign your motion. If you do not sign your motion, the clerk will

not accept it for filing.

IMPORTANT NOTICE REGARDING SENSITIVE INFORMATION CONTAINED IN A

MOTION.

Your motion should not include sensitive documents or information, such as copies of driver’s

licenses, passports, birth certificates, Social Security cards, sensitive medical information or

confidential business information. Sensitive information submitted to the Court must adhere to

the following guidelines:

 Social Security numbers and taxpayer identification numbers should be redacted (that is,

blacked out), except for their last four digits.

 Birthdays should be redacted, except for the year of an individual’s birth.

 The name of any individual known to be a minor should be redacted, except for that

person’s initials.

INSTRUCTIONS FOR COMPLETING AND FILING 3018(A) MOTION

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 Financial account numbers should be redacted, except for their last four digits.

Any such sensitive or confidential information upon which a claimant relies in support of its

motion must be provided directly to counsel for the Debtor, and will be kept confidential. You

may provide this information by mailing it to the following address:

Counsel for the Oversight Board

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036-8299

Attn: Martin J. Bienenstock, Esq.

Paul V. Possinger, Esq.

Ehud Barak, Esq.

Daniel S. Desatnik, Esq.

Where and How to File and Serve a Motion. Your motion should be filed with the Court on

the dockets of (i) In re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii)

In re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS. There are two methods that

you can use to file your motion:

(a) Online. Registered users of the Court’s case filing system must file their motion

electronically in searchable portable document format.

(b) By Mail. If you are not an attorney who is a registered user of the Court’s case filing

system, you may file and serve a motion by mailing it to the Court’s Clerk’s office, the

Oversight Board, and the Creditors’ Committee at the following addresses:

Clerk’s Office

United States District Court

Room 150 Federal Building

San Juan, Puerto Rico 00918-1767

Counsel for the Oversight Board

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036-8299

Attn: Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Daniel S. Desatnik

Counsel for the Creditors’ Committee

Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Attn: Luc A. Despins

James Bliss

2

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3

James Worthington

G. Alexander Bongartz

Your motion must be mailed or filed electronically so as to be received by the Clerk’s Office, the

Oversight Board, and the Creditors’ Committee no later than the applicable deadline for filing

your Bankruptcy Rule 3018(a) motion (refer to your Notice of Non-Voting Status for the

applicable deadline).

If you are unable to file and serve a motion online or by mail as specified above, you may file a

motion in person at the following address by the applicable deadline:

Clerk’s Office

United States District Court

#150 Chardon Avenue Federal Building

San Juan, Puerto Rico 00918

A certificate of service should be included with your motion explaining how service was

accomplished.

If you have any questions about filing and serving a motion, including questions about the

Court’s case filing system, please contact the Kroll hotline at (844) 822-9231 (toll free for U.S.

and Puerto Rico) or (646) 486-7944 (for international callers).

Additional Resources and Who to Contact with Questions

All documents filed in PREPA’s Title III Case, including copies of claims filed using CM/ECF,

are available free online at https://cases.ra.kroll.com/puertorico. This website is maintained by

Kroll and includes a searchable database to assist with locating documents.

If you require additional information, including the status of your motion, please contact the Kroll

hotline at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international

callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish available).

Inquiries may also be sent via email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’

in the subject line).

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In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

MOTION PURSUANT TO RULE 3018(A)

OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

FOR TEMPORARY ALLOWANCE OF CLAIM FOR VOTING PURPOSES

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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 (“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).

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2

Contact phone

Identify Yourself

Name

Name

Contact email

Movant must provide all of the information below in English.

Part 3: Identify the Claim

Proof of Claim Number (if any)

(You may search for your claim on

https://cases.ra.kroll.com/puertorico/Home-ClaimInfo)

Number Street

Please describe the nature of your claim, including the amount of your claim

Part 4: Explain Why You Should Be Permitted to Vote to Accept or Reject PREPA’s Plan of

Adjustment

Part 2:

By filing this motion, you are seeking a court determination pursuant to Rule 3018(a) of the

Federal Rules of Bankruptcy Procedure to temporarily allow your claim in an amount the court

deems proper for purposes of voting to accept or reject the First Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority.

Please provide below (1) the amount of your claim that should be allowed for voting purposes, and

(2) the reasons why you believe you should be entitled to vote on the Debtor’s plan of adjustment

(attach additional pages if necessary). Please also provide as much documentation as possible to

support both the amount you are asserting and the reasons why you believe you should be entitled

to vote:

Where Should Notices Be Sent?

City State ZIP Code

Part 1:

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3

Part 5:

I respectfully request that this Court enter an order temporarily allowing my claim in the amount

above for purposes of voting to accept or reject the First Amended Title III Plan of Adjustment of

the Puerto Rico Electric Power Authority.

Executed on date _______________________________________ (MM/DD/YYYY)

Signature _________________________________________________________

Print the name of the person who is completing and signing this motion:

__________________________________________________________________

First name Middle name Last name

Sign Below

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Schedule 7(a)

Creditors’ Committee Letter

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Schedule 7(b)

Plan Summary

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