EXHIBIT B 

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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)

[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

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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DEADLINES, AND (VIII) APPROVING VOTE TABULATION PROCEDURES

USActive 58536827.257837924.40- 2-

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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, (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, and (viii) approving procedures for tabulating creditor votes, 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 _________, 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

2

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

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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 Disclosure Statement for the Title III Plan of Adjustment of the Puerto Rico

Electric Power Authority, dated December 16, 2022 (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 Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated December 16, 2022 (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 XXIV and XXXIII 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(d) (a “Ballot”), 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.

E. Ballots to vote to accept or reject the Plan (or, with respect to Beneficial Owners

of PREPA Revenue Bonds in the Bond Classes, 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, and (d)

holders of Claims in Class 3 (Pension Claims), Class 4 (Fuel Line Loan Claims), Class 5

(General Unsecured Claims), Class 6 (Vitol Claims), Class 7 (Assured Insured Interest Rate

Swaps Claims), Class 9 (Eminent Domain/Inverse Condemnation Claims), and Class 10 (Federal

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’ acceptance of the

Settlement Offer prior to the commencement of the solicitation of votes to accept or reject the

Plan, and, therefore, the solicitation of the Settlement Offer is not a solicitation of votes on the

Plan. See Findings of Fact and Conclusions of Law in Connection with Confirmation of the

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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 8 (Ordinary Course

Customer Claims) and Class 11 (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 12 (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, is a reasonable period of time for holders of Claims entitled to vote on the

Plan.

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

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

Hearing”), 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 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 Confirmation Objection Deadline, the Confirmation Hearing, and

all related matters.

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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 Notices are approved.

Confirmation Procedures and Deadlines

4. The Confirmation Hearing will be held on July 17–21, 24, 26–28, 2023 at [●]

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.

5. 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.

6. 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.

7. 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

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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 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.

8. 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 (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.

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

(Atlantic Standard Time) on May 31, 2023.

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10. 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,

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”).

11. 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.

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

permitted to make an oral presentation at the Confirmation Hearing.

13. 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.

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14. Any objection to the Debtor’s 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 );

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.

15. 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 proposed findings of fact and conclusions of law.

Solicitation Procedures and Deadlines; Vote Tabulation

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

(except in connection with the Bond Classes) or, in the case of the non-voting Classes to receive

the Notice of Non-Voting Status, shall be February 28, 2023 (the “Voting Record Date”).

17. With respect to any transferred Claim (except for any Claims in the Bond

Classes), 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

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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.

18. 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 Existing Bonds.

19. 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”):

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Class

Settling Bondholder and Settling Monoline

Claims5 Class 1

Non-Settling Bondholder and Non-Settling

Monoline Claims6 Class 2

Pension Claim7 Class 3

Fuel Line Loan Claims Class 4

General Unsecured Claims Class 5

Vitol Claims Class 6

Assured Insured Interest Rate Swaps Claims Class 7

Eminent Domain/Inverse Condemnation Claims Class 9

Federal Claims Class 10

20. 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, as defined below;8

 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.

21. 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

5 Solicitation Packages shall be provided to Beneficial Owners and Settling Monolines in Class 1. 6 Solicitation Packages shall be provided to Beneficial Owners of PREPA Revenue Bonds that are not insured and 

Non-Settling Monolines in Class 2. 7 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.

8 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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drive (or otherwise in the Debtor’s discretion)9

 containing this Disclosure Statement Order

(without the exhibits hereto) and Disclosure Statement (together with all exhibits thereto,

including the Plan); and (iii) the appropriate form of Ballot or Notice, if any, with instructions

for voting, and, as applicable, a pre-addressed, pre-paid return envelope.

22. 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.

23. 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 and Ballots

shall only be provided in paper format.

24. 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.

9 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. 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.;

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.

26. 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 8 (Ordinary Course Customer Claims)

 Class 11 (Convenience Claims)

 Class 12 (Section 510(b) Subordinated Claims)

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 of Claims for which the Debtor has served an objection or request for estimation

as to a Claim as of the Solicitation Mailing Date.

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28. 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.

29. 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.

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

approved.

31. 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

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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 8 (Ordinary Course Customer Claims)

 Class 11 (Convenience Claims)

 Class 12 (Section 510(b) Subordinated Claims)

32. 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”).10 Holders of Claims in the Bond Classes, as applicable,

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

10 The Solicitation Agent shall use reasonable efforts to keep each on-island ballot collection site proposed in the 

Motion open for the full period between April 10, 2023 and June 7, 2023. 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. The Debtor shall make copies of the Disclosure Statement and Plan available 

at each on-island ballot collection site 

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Exhibit B Page 17 of 24
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; and provided, further,

that in the case of 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.

33. 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 Voting Deadline.11

34. 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 and the Non-Settling Monolines holding

Non-Settling Monoline Claims in Class 2 are entitled to cast a vote with respect to such Class.

35. 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;

11 The Debtor has established that it is necessary to conduct this solicitation of votes with respect to the Bond 

Classes through the DTC ATOP platform due to the magnitude and complexity of effectuating distributions 

among holders of Claims in the Bond Classes.

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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;

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;12

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;

12 For the avoidance of doubt, Paragraph 35(h) of this Order shall not apply to any Claim that is Allowed pursuant 

to the Plan.

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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 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.

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

in the Bond Classes:

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

vote PREPA Revenue Bonds held through DTC shall be deemed to have

voted only the principal amount of its public securities as submitted

through and reflected in ATOP, or, in the case of an; (ii) each monoline

insurer, shall be deemed to have voted only the principal amount of its

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Exhibit B Page 20 of 24
public securitiesthe PREPA Revenue Bonds insured by such monoline as

submitted through and reflected on the Form of Ballot; anyand (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. Any principal

amounts thus voted in accordance with clauses (i), (ii) or (iii) 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 nayany 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.

37. 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 motion for an order

pursuant to Bankruptcy Rule 3018(a) (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.

38. The form of Rule 3018(a) Motion attached hereto as Schedule 5 is approved, and

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

website.

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

full amount of its Claim therefor.

40. If a creditor casts more than one Ballot voting the same Claim(s) before the

Voting Deadline, the last Ballot received before the Voting Deadline is hereby deemed to reflect

such creditor’s intent and, thus, to supersede any prior Ballot(s) made.

41. 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.

42. 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

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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.13

43. 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

vote tabulation certification prepared by the Ballot Agent.

Miscellaneous

44. 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 Notices, 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.

45. 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.

13 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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Exhibit B Page 23 of 24
46. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

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

relating to the interpretation or implementation of this Order.

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

Entry

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

Dated: Dated: ______________, 2023

San Juan, Puerto Rico

Laura Taylor Swain

United States District Court Judge

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