EXHIBIT A

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Exhibit A Page 1 of 15
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SETTLEMENT AGREEMENT AND RELEASE 

This Settlement Agreement and Release (“Agreement”) is entered into and executed this 

26th day of August, 2022 by and between the Financial Oversight and Management Board for 

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

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

Management, and Economic Stability Act (“PROMESA”)1, Vitol Inc. (“VIC”) and Vitol S.A. 

(“VSA,” and together with VIC, “Vitol”), (collectively, the “Parties”). 

WHEREAS, on May 23, 2018, VIC filed a proof of claim in PREPA’s Title III Case2, 

logged by Kroll Restructuring Administration, LLC (“Kroll”) as Proof of Claim No. 14537 

asserting a general, unsecured, prepetition claim against PREPA in the amount of 

$41,472,771.43 (the “Claim”). 

WHEREAS, on September 27, 2021, the Court in PREPA’s Title III Case 

(the “Title III Court”) issued an opinion and order [ECF No. 77, (the “Opinion and Order”)] 

partially granting and partially denying the Parties’ cross-motions for summary judgment in the 

litigation styled PREPA v. Vitol Inc. et al., Adv. Proc. No. 19-00453 in Case No. 17-BK-3283-

LTS, D.P.R. (the “Law 458 Action”). 

WHEREAS, on November 2, 2021, the Title III Court entered final judgment in favor of 

VIC against PREPA in the amount of $41,457,382.88 (the “Judgment”) on account of the same 

liability asserted in the Claim. [ECF No. 82 in Adv. Proc. No. 19-00453.] 

WHEREAS, the Judgment and the Claim constitute duplicative pre-petition, general 

unsecured claims against PREPA. 

WHEREAS, on December 2, 2021, the Oversight Board, as sole Title III representative 

of PREPA, appealed the Opinion and Order to the First Circuit (the “Appeal”). See Fin. 

Oversight Mgmt. Bd. v. Vitol S.A., et al., No. 21-1987 (1st Cir.). 

WHEREAS, the Parties now desire to resolve fully and finally any and all disputes 

between or among them, known and unknown, observed or hidden, accrued and unaccrued, 

existing up to and including the date on which this Agreement is executed concerning the Law 

458 Action. 

In consideration of the covenants below, the Parties to this Agreement hereby knowingly, 

willingly, voluntarily, freely, with the advice of counsel and without any coercion enter into and 

agree, effective as of the date first written above, as follows: 

1. Plan Agreements. From and after the date hereof, each Party shall carry out the 

obligations specified for it below: 

a. The Oversight Board shall cause PREPA to render its proposed plan of 

 

1

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

2

 Bankruptcy Case No. 17- BK-4780-LTS. 

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adjustment (the “PREPA Plan”) and disclosure statement for PREPA (the 

“Disclosure Statement”) consistent with the terms herein. 

b. VIC’s Claim shall be deemed allowed (not subject to any challenge, 

objection, or revocation) in the aggregate amount of $41,457,382.88 and, 

on the effective date of the PREPA Plan, VIC’s Claim shall be in a class in 

which VIC (a) shall be paid a distribution on account of the Claim that 

shall equal one half (50%) on a percentage basis of what the claims 

receive in the class of non-bond general unsecured claims not for money 

borrowed, and (b) shall automatically (without further documentation) 

receive from PREPA and grant to PREPA the respective releases set forth 

in section 4 below. If the PREPA Plan contains more than one class of 

non-bond general unsecured claims not for money borrowed, VIC will 

receive a distribution on account of the Claim that shall be equal to one 

half (50%) of the average of the percentage distributions paid to claims in 

such classes. For the avoidance of doubt, classes of claims for prepetition 

fuel lines of credit and pension-related obligations shall not be included in 

the calculation of such average percentage. 

c. The PREPA Plan shall classify the Claim separately from other general 

unsecured claims against PREPA. 

d. PREPA shall include Vitol as an exculpated party under any PREPA Plan, 

provided, however, the exculpation shall not exculpate Vitol of any claims 

related to the action styled Special Claims Comm. v. Inspectorate America 

Corp., Adv. Proc. No. 19-00388 in Case No. 17-BK-3283-LTS, D.P.R. 

e. Vitol shall not oppose approval of the Disclosure Statement, which 

Disclosure Statement shall be in form and substance consistent with this 

Agreement and not otherwise materially adverse to Vitol; 

f. Vitol shall not oppose confirmation of the PREPA Plan, which shall have 

provisions relating to the treatment of the Claim reasonably acceptable to 

Vitol and consistent with this Agreement and not otherwise materially 

adverse to Vitol; 

g. Upon being solicited in accordance with the provisions of PROMESA, 

Vitol shall submit a timely vote to accept the PREPA Plan (or any 

subsequent plan of adjustment consistent with and not economically or 

materially worse than the terms of this Agreement and not otherwise 

materially adverse to Vitol); and 

h. Vitol shall not, nor encourage any other person to, take any action which 

would, or would reasonably be expected to, breach or be inconsistent with 

the terms herein, or impede or preclude, the filing of any PREPA Plan (or 

any subsequent plan of adjustment consistent with and not economically 

or materially worse than the terms of this Agreement and not otherwise 

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materially adverse to Vitol), the administration of the PREPA Plan (or any 

subsequent plan of adjustment consistent with and not economically or 

materially worse than the terms of this Agreement and not otherwise 

materially adverse to Vitol), entry of an order confirming the PREPA Plan 

(or any subsequent plan of adjustment consistent with and not 

economically or materially worse than the terms of this Agreement and 

not otherwise materially adverse to Vitol), and achievement of the 

effective date of the PREPA Plan; provided, however, that such 

documents are consistent with the terms set forth herein concerning the 

Claim and not otherwise materially adverse to Vitol. 

2. Judgment; PREPA’s Appeal. The Judgment shall remain in full force and effect. 

Within five (5) business days after the date hereof, PREPA shall withdraw, with prejudice, the 

Appeal by causing the filing in the First Circuit of the stipulation of dismissal substantially in the 

form attached hereto as Exhibit A. 

3. Claim Adjustment. Within two (2) business days following entry of the 

stipulation of dismissal by the First Circuit in PREPA’s appeal, PREPA shall notify Kroll of the 

fact of this Agreement, with copy to Vitol, and Kroll shall be directed to adjust the Claim on the 

claims register to the correct value of the Judgment in the amount of $41,457,382.88. 

4. Releases. 

a. Automatically on the effective date of the PREPA Plan, Vitol (and any 

party claiming by, through, or under Vitol) does hereby irrevocably and 

unconditionally release PREPA (and all of PREPA’s past and present 

officers, directors, employees, agents, successors, assigns, shareholders, 

owners, insurers, reinsurers, attorneys, purchasers and sellers, and all 

parent, subsidiary and affiliate entities) and the Oversight Board (and its 

members and executive director, its employees, and its advisors) from any 

and all causes of action, demands or claims, known or unknown, accrued 

or unaccrued, arising out of or relating in any manner whatsoever to the 

Law 458 Action and any and all claims, known or unknown, which were 

asserted or could have been asserted by Vitol in the Law 458 Action; 

except, however, Vitol’s release does not extend to or include any claims, 

rights, or defenses (whether ordinary or affirmative) of Vitol related to the 

action styled Special Claims Comm. v. Inspectorate America Corp., Adv. 

Proc. No. 19-00388 in Case No. 17-BK-3283-LTS, D.P.R. Vitol is not 

releasing under this Agreement, and instead is expressly preserving, all of 

its claims, rights, or defenses related to that action. 

b. Automatically on the effective date of the PREPA Plan, PREPA (and any 

party claiming by, through, and under PREPA) does hereby irrevocably 

and unconditionally release Vitol (and all of Vitol’s past and present 

officers, directors, employees, agents, successors, assigns, shareholders, 

owners, insurers, reinsurers, attorneys, purchasers and sellers, and all 

parent, subsidiary and affiliate entities) from any and all causes of action, 

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demands or claims, known or unknown, accrued or unaccrued, arising out 

of or relating in any manner whatsoever to the Law 458 Action and any 

and all claims, known or unknown, which were asserted or could have 

been asserted by PREPA in the Law 458 Action. For the avoidance of 

doubt, PREPA’s release does not extend to or include any claims, rights, 

or defenses of PREPA related to the action styled Special Claims Comm. 

v. Inspectorate America Corp., Adv. Proc. No. 19-00388 in Case No. 17-

BK-3283-LTS, D.P.R. PREPA is not releasing under this Agreement, and 

instead is expressly preserving, all of its claims, rights and/or defenses 

related to that action. 

5. All Parties to this Agreement expressly warrant they have not in any way 

transferred, assigned, conveyed, mortgaged or granted any interest in the Claim or any claims 

being released pursuant to this Agreement and will not in any way transfer, assign, convey, 

mortgage or grant any interest in any such claims. 

6. This Agreement constitutes the full and complete agreement between the Parties 

in respect of its subject matter and supersedes all other prior oral or written actions or assertions. 

This Agreement may not be revised, modified or revoked without the prior express written 

consent of all Parties to this Agreement. 

7. This Agreement shall be construed in its entirety and according to its plain 

meaning. This Agreement shall be construed as a product of negotiations at arm’s length 

between equally sophisticated persons advised by counsel and shall not be construed against the 

Party who provided or drafted the Agreement or any provision hereof. 

8. No Party waives or releases any right except as expressly set forth herein. 

9. Each Party shall take such actions and sign such documents as are reasonably 

necessary to carry out this Agreement. 

10. This Agreement shall be construed, interpreted and enforced according to the laws 

of the state of New York. 

11. This Agreement may be executed in two or more counterparts, each of which 

shall be deemed an original. 

12. All demands, notices, requests, consents, and other communications hereunder 

shall be in writing and shall be deemed to have been duly given (i) when personally delivered by 

courier service or messenger, (ii) upon actual receipt (as established by confirmation of receipt or 

otherwise) during normal business hours, otherwise on the first business day thereafter if 

transmitted electronically (by e-mail transmission), by facsimile or telecopier, with confirmation 

of receipt, or (iii) three (3) business days after being duly deposited in the mail, by certified or 

registered mail, postage prepaid- return receipt requested, to the following addresses, or such 

other addresses as may be furnished hereafter by notice in writing, to the following Parties: 

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a. If to the Oversight Board or PREPA, to: 

PROSKAUER ROSE LLP 

Eleven Times Square 

New York, NY 10036 

Attn: Margaret A. Dale 

Email: mdale@proskauer.com 

Martin J. Bienenstock, Esq. 

Email: mbienenstock@proskauer.com 

b. If to Vitol, to: 

SUSMAN GODFREY, LLP 

1000 Louisiana Street, Suite 5100 

Houston, Texas 77002 

Attn: Neal S. Manne 

Email: nmanne@susmangodfrey.com 

Alexander L. Kaplan 

Email: akaplan@susmangodfrey.com 

Michael C. Kelso 

Email: mkelso@susmangodfrey.com 

13. Each person signing below represents he or she has the authority to execute this 

Agreement and bind the Party to the terms of this Agreement. 

14. Each Party represents that it has had an opportunity to confer with counsel of its 

choice prior to executing this Agreement, and that it is entering this Agreement voluntarily. 

15. The execution of this Agreement is not intended to be, nor shall it be construed as, 

an admission or evidence in any pending or subsequent suit, action, proceeding or dispute of any 

liability, wrongdoing, or obligation whatsoever (including as to the merits of any claim or 

defense) by any Party to any other Party with respect to any of the matters addressed in this 

Agreement. None of this Agreement (including the recitals and exhibits hereto), the settlement, 

or any act performed or document executed pursuant to or in furtherance of this Agreement or 

the settlement herein shall be admissible in any proceeding for any purposes, except to (1) 

enforce the terms of this Agreement, (2) seek approval of the Disclosure Statement, and (3) seek 

confirmation of the PREPA Plan. 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be 

executed as of the date set forth above. 

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FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO 

By: 

Name: David A. Skeel, Jr. 

Title: Oversight Board, Chairman 

THE PUERTO RICO ELECTRIC 

POWER AUTHORITY

By: Financial Oversight and Management Board for 

Puerto Rico, as representative of the Puerto Rico 

Electric Power Authority 

By: 

Name: David A. Skeel, Jr. 

Title: Oversight Board, Chairman 

VITOL INC.

By: 

Name: Richard J. Evans 

Title: SVP & CFO 

VITOL S.A.

By: 

Name: Gerald Delsad 

Title: Managing Director 

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Exhibit A 

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United States Court of Appeals 

For the First Circuit 

No. 21-1987 

IN RE: THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR 

PUERTO RICO, AS REPRESENTATIVE FOR THE COMMONWEALTH OF 

PUERTO RICO; THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO, AS REPRESENTATIVE FOR THE PUERTO 

RICO HIGHWAYS AND TRANSPORTATION AUTHORITY; THE 

FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO 

RICO, AS REPRESENTATIVE FOR THE PUERTO RICO ELECTRIC POWER 

AUTHORITY (PREPA); THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, AS REPRESENTATIVE FOR 

THE PUERTO RICO SALES TAX FINANCING CORPORATION, a/k/a Cofina; 

THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR 

PUERTO RICO, AS REPRESENTATIVE FOR THE EMPLOYEES 

RETIREMENT SYSTEM OF THE GOVERNMENT OF THE 

COMMONWEALTH OF PUERTO RICO; THE FINANCIAL OVERSIGHT 

AND MANAGEMENT BOARD FOR PUERTO RICO, AS REPRESENTATIVE 

FOR THE PUERTO RICO PUBLIC BUILDINGS AUTHORITY 

Debtors. 

-------------------------------------------------------------------------------- 

THE FINANCIAL OVERSIGHT AND MANGEMENT BOARD FOR PUERTO 

RICO, AS REPRESENTATIVE FOR THE PUERTO RICO ELECTRIC POWER 

AUTHORITY 

Plaintiff – Appellant, 

v. 

VITOL S.A.; VITOL, INC., 

Defendants – Appellees. 

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_________________________________________________________________ 

STIPULATION OF DISMISSAL WITH PREJUDICE 

Pursuant to Federal Rule of Appellate Procedure 42(b), IT IS HEREBY 

STIPULATED AND AGREED, by and between the parties, that this appeal be and 

hereby is voluntarily dismissed in its entirety with prejudice. Each party shall bear 

its own attorneys’ fees and costs. 

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Dated: August [XX], 2022 Respectfully submitted, 

/s/ DRAFT 

 

TIMOTHY W. MUNGOVAN

JOHN E. ROBERTS

LAURA E. STAFFORD

PROSKAUER ROSE LLP 

One International Place 

Boston, MA 02110 

Tel: (617) 526-9600

tmungovan@proskauer.com 

jroberts@proskauer.com 

lstafford@proskauer.com 

JOSEPH S. HARTUNIAN

PROSKAUER ROSE LLP 

1001 Pennsylvania Ave. N.W. 

Suite 600 South 

Washington, D.C. 20004 

jhartunian@proskauer.com 

MARTIN J. BIENENSTOCK

MARK D. HARRIS

MARGARET A. DALE

PROSKAUER ROSE LLP 

Eleven Times Square 

New York, NY 10036 

Tel: (212) 969-3000

mbienenstock@proskauer.com 

mharris@proskauer.com 

mdale@proskauer.com 

LARY ALAN RAPPAPORT

PROSKAUER ROSE LLP 

2029 Century Park East 

Suite 2400 

Los Angeles, CA 90067 

lrappaport@proskauer.com 

Counsel to The Financial Oversight and Management Board for Puerto Rico, as 

representative of the Puerto Rico Electric Power Authority 

/s/ DRAFT 

 

EDUARDO A. ZAYAS-MARXUACH

MCCONNELL VALDÉS LLC 

270 Munos Rivera Avenue 

Hato Rey, Puerto Rico 00918 

P.O. Box 364225 

San Juan, Puerto Rico 00936 

Tel: (787) 250-5608

ezm@mcvpr.com 

Counsel for Vitol Inc.

MICHAEL C. KELSO

NEAL S. MANNE

ALEXANDER L. KAPLAN

WESTON L. O’BLACK

FLORENCE T. CHEN

SUSMAN GODFREY, LLP 

1000 Louisianne Street 

Suite 5100 

Houston, TX 77002 

Tel: (713) 651-9366

mkelso@susmangodfrey.com 

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ANDRES W. LOPEZ

THE LAW OFFICES OF ANDRES W.

LOPEZ, P.S.C. 

P.O. Box 13909 

San Juan, Puerto Rico 00908 

andres@awllaw.com 

Counsel for Vitol S.A.

nmanne@susmangodfrey.com 

akaplan@susmangodfrey.com 

 woblack@susmangodfrey.com 

fchen@susmangodfrey.com 

Counsel for Vitol Inc. 

   

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CERTIFICATE OF COMPLIANCE 

Pursuant to Federal Rules of Appellate Procedure 32(g), the undersigned 

counsel certifies that this document complies as follows: 

1. This document complies with the type-volume limit of Federal Rule 

of Appellate Procedure 27(d)(2)(A) because, excluding the parts of the document 

exempted by Federal Rule of Appellate Procedure 32(f), this document contains 48 

words. 

2. The document complies with the typeface requirements of Federal 

Rule of Appellate Procedure 32(a)(5) and the type-style requirements of Federal 

Rule of Appellate Procedure 32(a)(6) because this document has been prepared in 

a proportionally spaced typeface using Microsoft Word 2010 in 14 point Times 

New Roman font. As permitted by Federal Rule of Appellate Procedure 32(g)(1), 

the undersigned has relied upon the word count feature of this word processing 

system in preparing this certificate. 

Dated: August [XX], 2022 

/s/ DRAFT 

Timothy W. Mungovan 

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CERTIFICATE OF SERVICE 

I hereby certify that on this same date, I electronically filed the foregoing document with 

the United States Court of Appeals for the First Circuit by using the CM/ECF system, which 

electronically served a copy on all counsel of record. 

Dated: August [XX], 2022August 23, 2022 

 /s/ DRAFT

Timothy W. Mungovan 

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