UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et 

al.

Debtors.1

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY,

Debtor. 

PROMESA 

Title III

No. 17 BK-3567-LTS

NOTICE OF AMENDED SCHEDULE OF EXECUTORY CONTRACTS TO BE 

ASSUMED PURSUANT TO HTA TITLE III PLAN OF ADJUSTMENT 

 

PLEASE TAKE NOTICE that, on December 2, 2022, the Financial Oversight and 

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

 

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 

(“Commonwealth”) (Bankruptcy Case No. 17-BK-3283- LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto 

Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17-BK-3284-LTS) (Last Four Digits of 

Federal Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-

BK-3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government 

of the Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17-BK-3566-LTS) (Last Four Digits of Federal 

Tax ID: 9686); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) (Last 

Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case 

No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as Bankruptcy 

Case numbers due to software limitations).

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Puerto Rico Highways and Transportation Authority (“HTA” or the “Debtor”), pursuant to section 

315(b) of the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”),2

filed the Third Amended Plan Supplement and Plan Related Documents by the Puerto Rico 

Highways and Transportation Authority [Case No. 17-3567, ECF No. 1445] (the “Third Amended

Plan Supplement”). 

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

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

Pursuant to Section 27.1 of the Modified Fifth Amended Title III Plan of Adjustment of the Puerto 

Rico Highways and Transportation Authority, dated September 6, 2022 (as amended, 

supplemented, or modified, the “Plan”),3 which was confirmed on October 12, 2022 [Case No. 17-

3567, ECF No. 1415], the Debtor intends to assume, as of the Effective Date of the Plan, the 

Executory Contracts listed in the Schedule. 

PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A is an amended 

Schedule reflecting an additional Executory Contract to be assumed. 

PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit B is a redline of 

the Schedule compared against the version filed as part of the Third Amended Plan Supplement.

[Remainder of Page Left Intentionally Blank]

 

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

3 Unless otherwise defined in this Notice, capitalized terms used herein shall have the meanings ascribed to them in 

the Plan.

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Dated: December 5, 2022

San Juan, Puerto Rico

Respectfully submitted,

/s/ Brian S. Rosen

Martin J. Bienenstock (pro hac vice)

Brian S. Rosen (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

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Exhibit A 

Amended Schedule of Executory Contracts to be Assumed

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Schedule of Executory Contracts to be Assumed

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

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

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

Description of Executory Contract Counterparty(ies) Cure 

Amount

Toll Roads Concession Agreement between Autopistas Metropolitanas de Puerto 

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

amended.

Waiver and Amendment Agreement to Toll Roads Concession Agreement 

between Autopistas Metropolitanas de Puerto Rico, LLC and the Puerto 

Rico Highways and Transportation Authority.

Amendment and Consent Agreement No. 2 to Toll Roads Concession 

Agreement between Autopistas Metropolitanas de Puerto Rico, LLC and 

the Puerto Rico Highways and Transportation Authority.

Amendment Agreement No. 3 to Toll Roads Concession Agreement 

between Autopistas Metropolitanas de Puerto Rico, LLC and the Puerto 

Rico Highways and Transportation Authority.

Amendment Agreement No. 4 to Toll Roads Concession Agreement 

between Autopistas Metropolitanas de Puerto Rico, LLC and the Puerto 

Rico Highways and Transportation Authority.

Agreed Modifications and Amendment Agreement No. 5 to Toll Roads 

Concession Agreement between Autopistas Metropolitanas de Puerto Rico, 

LLC and the Puerto Rico Highways and Transportation Authority.

Amendment Agreement No. 6 to Toll Roads Concession Agreement 

between Autopistas Metropolitanas de Puerto Rico, LLC and the Puerto 

Rico Highways and Transportation Authority.

Autopistas Metropolitanas de 

Puerto Rico, LLC

$0.00

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Description of Executory Contract Counterparty(ies) Cure 

Amount

Escrow Agreement by and among Autopistas Metropolitanas de Puerto Rico, 

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

de Puerto Rico, as amended.

Amendment Agreement No. 1 to the Original Escrow Agreement and 

Disbursement Instructions by and among Autopistas Metropolitanas de 

Puerto Rico, LLC, the Puerto Rico Highways and Transportation 

Authority, and Banco Popular de Puerto Rico.

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

Disbursement Instructions by and among Autopistas Metropolitanas de 

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

and Banco Popular de Puerto Rico.

Autopistas Metropolitanas de 

Puerto Rico, LLC

Banco Popular de Puerto Rico

$0.00

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

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

de Puerto Rico.

Autopistas Metropolitanas de 

Puerto Rico, LLC

Banco Popular de Puerto Rico

$0.00

Concession Agreement for the Final Design, Construction, Operation and 

Maintenance of a Privatized Transportation Facility between Autopistas de Puerto 

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

amended.

Amendment to Concession Agreement by and among Autopistas de Puerto 

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

Authority.

Autopistas de Puerto Rico y 

Compañía S.E.

$0.00

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Exhibit B

Redline

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Schedule of Executory Contracts to be Assumed

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

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

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

Description of Executory Contract Counterparty(ies) Cure

Amount

Toll Roads Concession Agreement between Autopistas Metropolitanas de Puerto

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

amended.

Waiver and Amendment Agreement to Toll Roads Concession Agreement

between Autopistas Metropolitanas de Puerto Rico, LLC and the Puerto

Rico Highways and Transportation Authority.

Amendment and Consent Agreement No. 2 to Toll Roads Concession

Agreement between Autopistas Metropolitanas de Puerto Rico, LLC and

the Puerto Rico Highways and Transportation Authority.

Amendment Agreement No. 3 to Toll Roads Concession Agreement

between Autopistas Metropolitanas de Puerto Rico, LLC and the Puerto

Rico Highways and Transportation Authority.

Amendment Agreement No. 4 to Toll Roads Concession Agreement

between Autopistas Metropolitanas de Puerto Rico, LLC and the Puerto

Rico Highways and Transportation Authority.

Agreed Modifications and Amendment Agreement No. 5 to Toll Roads

Concession Agreement between Autopistas Metropolitanas de Puerto Rico,

LLC and the Puerto Rico Highways and Transportation Authority.

Amendment Agreement No. 6 to Toll Roads Concession Agreement

between Autopistas Metropolitanas de Puerto Rico, LLC and the Puerto

Rico Highways and Transportation Authority.

Autopistas Metropolitanas de

Puerto Rico, LLC

$0.00

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Description of Executory Contract Counterparty(ies) Cure

Amount

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

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

Puerto Rico, as amended.

Amendment Agreement No. 1 to the Original Escrow Agreement and

Disbursement Instructions by and among Autopistas Metropolitanas de

Puerto Rico, LLC, the Puerto Rico Highways and Transportation

Authority, and Banco Popular de Puerto Rico.

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

Disbursement Instructions by and among Autopistas Metropolitanas de

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

and Banco Popular de Puerto Rico.

Autopistas Metropolitanas de

Puerto Rico, LLC

Banco Popular de Puerto Rico

$0.00

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

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

de Puerto Rico.

Autopistas Metropolitanas de

Puerto Rico, LLC

Banco Popular de Puerto Rico

$0.00

Concession Agreement for the Final Design, Construction, Operation and 

Maintenance of a Privatized Transportation Facility between Autopistas de Puerto 

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

amended.

Amendment to Concession Agreement by and among Autopistas de Puerto 

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

Authority.

Autopistas de Puerto Rico y

Compañía S.E.

$0.00

2

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