7294320.3 

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 

Case 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 

Case No. 17-BK-04780-LTS 

Court Filing Relates Only to 

PREPA and Shall Only be Filed 

In Case No. 17-BK-04780-LTS and 

Main Case 17-BK-3283-LTS

LIMITED OBJECTION BY AND RESERVATION OF RIGHTS OF ARC AMERICAN, 

INC. TO THE URGENT JOINT MOTION OF THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO AND THE PUERTO RICO FISCAL 

AGENCY AND FINANCIAL ADVISORY AUTHORITY FOR ENTRY OF INTERIM 

AND FINAL ORDERS (A) AUTHORIZING POSTPETITION SECURED FINANCING, 

(B) GRANTING PRIMING LIENS AND PROVIDING SUPERPRIORITY 

ADMINISTRATIVE EXPENSE CLAIMS, (C) MODIFYING THE AUTOMATIC STAY, 

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

 

1

 The Debtors in these title III cases, along with each Debtor's respective title III case number listed as a bankruptcy 

case number due to software limitations and the last four (4) digits of each Debtor's federal tax identification 

number, as applicable, are the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. I7-BK- 3283 (LTS)) (Last 

Four Digits of Federal Tax ID: 3481), (ii) Employees Retirement System of the Government of the Commonwealth 

of Puerto Rico ("ERS") (Bankruptcy Case No. I7-BK-3566(LTS)) (Last Four Digits of Federal Tax ID: 9686), (iii) 

Puerto Rico Highways and Transportation Authority ("HTA") (Bankruptcy Case No. I7-BK-3567 (LTS)) (Last Four 

Digits of Federal Tax ID: 3808), (iv) Puerto Rico Sales Tax Financing Corporation “COFINA”) (Bankruptcy Case 

No. I7-BK-3284 (LTS)) (Last Four Digits of Federal Tax ID: 8474); and (v) Puerto Rico Electric Power Authority 

("PREPA") (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747). 

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7294320.3 

TO THE HONORABLE LAURA TAYLOR SWAIN, 

UNITED STATES DISTRICT JUDGE: 

Arc American, Inc., by and through its undersigned attorneys, files this limited objection 

to and reservation of rights (the “Objection”) regarding the Urgent Joint Motion Of The 

Financial Oversight And Management Board For Puerto Rico And The Puerto Rico Fiscal 

Agency And Financial Advisory Authority For Entry Of Interim And Final Orders (A) 

Authorizing Postpetition Secured Financing, (B) Granting Priming Liens And Providing 

Superpriority Administrative Expense Claims, (C) Modifying The Automatic Stay, (D) 

Scheduling A Final Hearing, And (E) Granting Related Relief [ECF No. 549] (the “Motion”).2

In support of the Objection, Arc also relies on the accompanying Declaration of Ben Wilson 

(“Wilson Dec.”), and respectfully states as follows: 

PRELIMINARY STATEMENT 

1. Arc American, Inc. (“Arc”) is a family owned and operated company founded in 

2012 and headquartered in Wakarusa, Indiana. (Wilson Dec. ¶3). As a union contractor, Arc 

specializes in the installation, maintenance, and restoration of all facets of overhead and 

underground electrical facilities. (Id.). Arc dispatched its emergency storm restoration resources 

to Puerto Rico, including crews and tools to the island, immediately following the destruction 

caused by Hurricane Maria. (Id. ¶4). Specifically, Arc’s primary task in the restoration effort was 

the repair of transmission lines to the power grid. (Id.) Notwithstanding Arc’s rapid and 

professional response, Arc remains unpaid in an amount close to $19 million for labor, materials 

and services furnished by Arc and costs incurred by Arc for the benefit of PREPA and the people 

of Puerto Rico in October and November 2017, after PREPA’s bankruptcy filing. (Id. ¶5).

 

2

 Capitalized terms not otherwise defined herein shall have the same meaning as in the Motion and the Wilson Dec. 

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7294320.3 

2. If the Motion is approved in its current form, Arc may never be paid millions of 

dollars despite having conferred post-petition tangible benefits directly to PREPA, its bankruptcy 

estate and the people of Puerto Rico. Instead, Puerto Rico, as Lender, and the professionals for 

the Debtor, Oversight Committee and Creditors’ Committee, likely will be the only 

administrative creditors that are paid, while bondholders may receive a minimal recovery and 

Arc is unlikely to recover anything on an administrative expense claim, in an amount close to 

$19 million, once allowed by the court. By then, there likely will be no money to pay the 

subcontractors who restored to operation significant channels of the power grid. The patent 

unfairness of preferring Puerto Rico and PREPA’s professionals over those subcontractors like 

Arc, which already have extended credit and already have conveyed huge benefits to the Puerto 

Rican people, is compounded by the inescapable fact that Arc is being deprived of its rights 

under the Bankruptcy Code to share pro rata with all administrative expense claims after having 

already extended credit and done its work. Contractors going forward have the opportunity to 

get paid under the $1.3 Billion Facility or walk away. Arc, retroactively, is being stripped of that 

business decision. Approving the Motion in its current form will be devastating financially to 

Arc and similarly situated post-petition contractors and subcontractors with administrative 

expense claims for work and services that have already benefitted PREPA and the citizens of 

Puerto Rico (collectively, the “Post-Petition Subcontractors”).3

3. Arc supports Court-authorization for PREPA to obtain post-petition financing to 

pay PREPA’s operating expenses, but only on fair and transparent terms that do not severely 

prejudice the rights of Arc and all Post-Petition Subcontractors. Instead, Arc respectfully 

requests that the Court deny the Motion in its current form unless Debtor and the Oversight 

 

3

At this juncture, Arc is not pursuing any legal remedies against PREPA, but merely requests that this Court ensure 

that resources are available to cover administrative claims of Post-Petition Subcontractors once allowed by this 

Court, so that they are compensated for the critical life-saving work which they have performed on the power grid. 

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Board (defined below) modify the terms of the proposed Interim Financing Order (which 

accompanies the Motion) to carve-out of the $1.3 Billion Facility an amount sufficient to pay 

allowed administrative expense claims relating to post-petition repair and restoration services. In 

the alternative, Arc respectfully requests PREPA and the Oversight Board increase the $1.3 

Billion Facility, as a prerequisite to Court approval, to cover allowed administrative expense 

claims relating to post-petition repair and restoration services. 

RELEVANT BACKGROUND 

General Background 

4. On July 2, 2017 (the “Petition Date”), the Financial Oversight and Management 

Board for Puerto Rico (the “Oversight Board”) on behalf of the Commonwealth of Puerto Rico 

(“Puerto Rico”) filed a voluntary petition for relief for The Puerto Rico Electric Power 

Authority (“PREPA” or the “Debtor”), pursuant to section 304(a) of the Puerto Rico Oversight, 

Management, and Economic Stability Act (“PROMESA”), commencing a case under title III 

thereof (the “Title III Case”). The Motion is filed jointly by the Oversight Board on behalf of 

Puerto Rico, as Lender, and the Puerto Rico Fiscal Agency and Financial Authority (“AAFAF”)

on behalf of PREPA, as Borrower. 

Arc’s Post-Petition Work and Services for PREPA Remains Unpaid. 

5. After the Petition Date, and immediately following the devastation of Hurricanes 

Irma and Maria, Arc was one of the first contractors to arrive in Puerto Rico to perform critical 

work in stabilizing the power grid, repairing damaged utilities, and improving infrastructure. 

(Wilson Dec. ¶6). 

6. Specifically, the post-petition work and services that Arc performed for the 

benefit of PREPA and the people of Puerto Rico during the months of October and November 

2017, in very challenging terrain, included, among other things: the rebuilding of the 

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7294320.3 

transmission and distribution lines that were destroyed by the hurricanes and which provide 

power to the citizens of Puerto Rico. Arc was among the largest contributors to the restoration of 

the transmission lines, which is essential to the power grid. (Id. ¶7). 

7. Arc performed its post-petition work from October 3, 2017 through November 30, 

2017 pursuant to a written subcontract executed by and between Arc and Whitefish Energy 

Holdings, LLC (“Whitefish”) on or about September 30, 2017 (the “Subcontract”). (Id. ¶8). 

8. The Subcontract was executed in connection with an Emergency Master Service 

Agreement for PREPA’s Electrical Grid Reconstruction following Hurricane Maria, executed 

between Whitefish, as Contractor, and PREPA, as Owner, on or about September 26, 2017 and 

amended on October 17, 2017 and October 27, 2017 (the “Prime Contract”). (Id. ¶9). 

9. Subsequent to the notification of the cancellation of the Prime Contract, Arc, 

along with other subcontractors, was requested by PREPA to continue restoration efforts with 

assurance that the subcontractors would be compensated for all work performed. (Id. ¶10). 

10. On December 2, 2017, Arc entered into a subcontract with Fluor Enterprises, Inc. 

to continue to perform restoration hurricane work for the benefit of PREPA, which work is 

ongoing. (Id. ¶11). 

PREPA’s $1.3 Billion Facility from Puerto Rico. 

11. The Motion seeks Court authorization for PREPA’s borrowing of a $1.3 Billion 

Facility from Puerto Rico, as Lender. The material terms of the Credit Agreement provide, in 

relevant part, that: “All obligations under the Facility shall constitute a superpriority 

administrative claim in the Title III Case pursuant to 11 U.S.C. § 364(c)(1)... subject only to a 

carve-out for professional fees...” (Motion page 3). 

12. The proposed Interim Financing Order accompanying the Motion [ECF Doc. 549-

1] defines “Carve Out” as, among other things, “allowed unpaid fees, costs, and expenses 

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7294320.3 

incurred by persons or firms retained by the Debtor, Oversight Board, and Creditors’ 

Committee.” (See proposed Order, ¶12). There is no cap for the Carve Out of professional fees, 

and, consequently, it would appear to cover both professional fees already incurred and those to 

be incurred prospectively. 

13. Absent from the definition of “Carve Out” is allowed unpaid fees, costs, and 

expenses incurred by Post-Petition Subcontractors (such as Arc) for post-petition labor, materials 

and services already furnished for the benefit of PREPA and for the people of Puerto Rico. 

14. Paragraph 7 of the proposed Interim Financing Order provides that the Lender’s 

Superpriority Claim has “priority over any and all other claims against the Debtor, now existing 

or hereafter arising, of any kind whatsoever, including, without limitation, all administrative 

expenses,...” The proposed Order further provides that the Lender’s “Superpriority Claim shall 

be subject to and subordinate in priority of payment only to the Carve Out.” (See, proposed 

Order, ¶7). 

15. The Credit Agreement distinguishes between “Eligible Uses” and “Ineligible 

Uses” of the proceeds of the Loans available to fund disbursements consistent with PREPA’s 

proposed initial 13-week cash-flow budget commencing on and after the week of December 22, 

2017 (the “13-Week Budget”). (See, Motion, pages 3-4, Ex. E). 

16. The Eligible Uses of the proceeds of the Loans expressly excludes “capital 

expenditure or infrastructure improvements”, precisely the improvements rendered post-petition 

by the Post-Petition Subcontractors, including Arc. (See, Motion, pages 3). 

17. Similarly, “[u]nless otherwise specifically consented to in writing by the Lender 

and the Oversight Board”, the Ineligible Uses of the proceeds of the Loans encompass “capital 

improvements, repair or restoration of damaged public facilities.” (Id.). No criteria are 

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identified to govern which Ineligible Uses may be paid and whether disclosure of the payment of 

Ineligible Uses will be required. 

18. The 13-Week Budget does not identify or propose funding of disbursements for 

unpaid fees, costs, and expenses incurred by the Post-Petition Subcontractors (including Arc) for 

post-petition labor, materials and services furnished for the benefit of PREPA and Puerto Rico 

before the week of December 22, 2017. (See, Motion, Ex. E). 

19. The proposed Interim Financing Order and 13-Week Budget process foreclose 

any reasonable possibility of Arc ever receiving payment on any future allowed administrative 

expense claim against PREPA. 

LIMITED OBJECTION 

I. Arc is an Unpaid Post-Petition Subcontractor 

and Thus Administrative Expense Creditor of PREPA. 

20. Section 503(b)(1)(A) of Title 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”) 

allows, as administrative expenses, “the actual, necessary costs and expenses of preserving the 

estate....” 11 U.S.C. § 503(b)(1)(A). The purpose of this provision is to provide an incentive to 

creditors and others to do business with an insolvent entity. 4 Lawrence P. King, et al., Collier on 

Bankruptcy ¶ 503.06 [2], at 503–24 (rev. 15th ed.1997). To qualify as an administrative expense 

under section 503(b)(1)(A), the expense (1) must arise out of a postpetition transaction between 

the debtor-in-possession and the creditor and (2) relate to consideration both supplied to and 

beneficial to the postpetition estate's operation of its business. In re New York Trap Rock Corp., 

137 B.R. 568, 572 (Bankr.S.D.N.Y.1992). An allowed administrative expense claim is afforded 

priority of payment under Section 507(a)(2) of the Bankruptcy Code. 

21. In determining whether a right to payment qualifies as an administrative expense 

under sections 503(b) and 507(a)(2) of the Bankruptcy Code, when the claim is incurred is a 

threshold issue that a court must resolve before reaching whether “the consideration supporting 

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the claimant's right to payment was both supplied to and beneficial to the debtor-in-possession in 

the operation of the business.” Trs. of Amalgamated Ins. Fund v. McFarlin's, Inc., 789 F.2d 98, 

101 (2d Cir.1986)); see also In re Keene Corp., 208 B.R. 112, 115 (Bankr.S.D.N.Y.1997). If the 

claim accrued pre-petition, the expense is not administrative and a court need not answer the 

latter question. See, e.g., Kling Realty Co. v. Texaco, Inc. (In re Texaco Inc.), 2011 WL 

4526538, at *6 (S.D.N.Y. Sept. 28, 2011); In re Episode USA, Inc., 202 B.R. 691, 696 

(Bankr.S.D.N.Y.1996). 

22. Here, there is no legitimate dispute that Arc’s claim, once allowed, will be 

deemed to have been incurred post-petition. The Prime Contract was entered into on or about 

September 26, 2017, post-petition and post Hurricane Maria. Arc’s subcontract was negotiated 

and executed post-petition and post Hurricane Maria. Arc arrived in Puerto Rico after the 

Petition Date and after Hurricanes Maria and Irma destroyed the infrastructure that Arc then 

spent over $19 million repairing and restoring the power grid for the months of October and 

November 2017. Arc’s Subcontract work was completed before the Prime Contract was 

terminated, effective November 30, 2017. For the same reasons, it cannot legitimately be 

disputed that Arc’s work and expertise were supplied to and beneficial to PREPA, its bankruptcy 

estate and Puerto Rico. 

23. Furthermore, notwithstanding the absence of a direct contract by and between Arc 

and PREPA, (i) Arc’s services were rendered pursuant to a post-petition transaction (the Prime 

Contract with PREPA) and, fundamentally, (ii) Arc has a direct claim against PREPA and a 

direct right to payment from PREPA under Puerto Rican law for monies owed for the labor and 

materials Arc furnished in connection with the Prime Contract. See, Article 1489 of the Puerto 

Rico Civil Code, 31 L.P.R.A. § 4130, which provides: 

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Those who furnish their labor and materials in a work agreed upon for a 

lump sum by a contractor have no action against the owner, except for the 

amount the latter may owe the former when the action is brought. 

Id. 

24. In this case, there are moneys due and payable to Arc by Whitefish in a sum close 

to $19 million for work performed by Arc for PREPA’s benefit. Article 1489 of the Puerto Rico 

Civil Code gives Arc a direct action against PREPA, as owner, for the moneys owed, thus 

constituting a post-petition transaction by and between Arc and PREPA. Accordingly, Arc has 

available to it a direct claim against, and right to payment from, PREPA by statute. See, e.g., 

Federal Ins. Co. v. Constructora Maza, Inc., 500 F. Supp. 246, 1979 U.S. Dist. LEXIS 10139 

(D.P.R. 1979) (materialmen and laborers have a privileged direct action against the owner of a 

project for services and materials owed to them by contractor); Antonio Carro, Inc. v. Jura 

Construction, Inc., 107 D.P.R. 808, 1978 PR Sup. LEXIS 589 (P.R. 1978) (provider of supplies 

for public work contractor may sue owner of work for whatever amounts are owed to him by 

main contractor, pursuant to this section up to amount owed to contractor by owner). 

II. PREPA’s Proposed Interim Financing Order Severely Prejudices 

Arc and Similarly Situated Unpaid Post-Petition Subcontractors. 

25. PREPA cannot meet the standards for approval of the $1.3 Billion Facility in its 

current form. A chapter 11 debtor may obtain post-petition financing on a superpriority basis 

only if, inter alia, it cannot obtain "unsecured credit allowable under section 503(b)(1)" of the 

Bankruptcy Code. See, 11 U.S.C. § 364(c). While approval of the proposed $1.3 Billion 

Facility is within the Court's discretion, the Court must balance the interests of PREPA, the 

Lender, all administrative expense creditors, and general unsecured creditors. 

26. While Arc greatly appreciates the need to keep PREPA operating while efforts are 

undertaken to resolve the “Big Picture” dilemma of how to repair, restore to complete operation, 

and pay for the PREPA power grid, the Motion penalizes, whether intentional or not, the PostCase:17-03283-LTS Doc#:2328 Filed:02/01/18 Entered:02/01/18 17:22:42 Desc: Main

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Petition Subcontractors which already have contributed to restoring power to Puerto Rico. 

Specifically, the Motion would retroactively and without due process strip Arc of administrative 

expense priority after Arc already performed post-petition work to benefit PREPA, effectively 

having denied Arc the option -- had it known earlier it would have no viable administrative claim 

-- to decline the work and the corresponding extension of $19 Million in credit. Striking the 

appropriate balance requires that a debtor seeking post-petition financing on a superpriority 

basis, and granting liens superior to encumbered assets, demonstrate that the proposed financing 

will permit it to formulate a successful plan for the benefit of the debtor’s estate and the interests

of all its creditors. See In re Aqua Associates, 123 B.R. 192, 196 (Bankr. E.D. Pa. 1991); In re 

Ames Department Stores, Inc., 115 B.R. 34, 37- 40 (Bankr. S.D.N.Y. 1990). Here, PREPA 

cannot, solely for the sake of obtaining post-petition financing quickly and easily, abandon its 

fiduciary duty to its estate and all of its creditors. Ames Department Stores, 115 B.R. at 38. By 

defining “Carve Out” as encompassing only professional fees and excluding all other allowed 

administrative expenses, such as for post-petition work performed by Arc and other 

subcontractors, PREPA’s proposed post-petition financing is unreasonable, likely will preclude 

confirmation of a successful plan, and is flatly not in the best interests of PREPA’s estate, the 

administrative claims of Pre-Petition Subcontractors and unsecured creditors. Moreover, the 

proposed “Carve Out” denies Arc its reasonable expectation to share at least pro rata with 

professionals, and clearly denied Arc the opportunity to make an informed business decision to 

undertake this work, after the fact. 

27. A court should approve a proposed debtor-in-possession facility only if such 

financing "is in the best interest of creditors generally." In re Roblin Indus., Inc., 52 B.R. 241, 

244 (Bankr. W.D.N.Y. 1985) (citing In re Texlon Corp., 596 F.2d 1092, 1098-99 (2d Cir. 1979)). 

In addition, a court must review the terms of a debtor-in-possession facility to determine whether 

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those terms are fair, reasonable, and adequate given the circumstances of the debtor and the 

proposed lender. See, e.g., Aqua Assocs., 123 B.R. at 195-96 (holding that proposed financing 

should be beneficial and reasonable); Ames Dep't Stores, 115 B.R. at 40 (courts should focus on

whether the terms of proposed DIP financing are reasonable); In re Tenney Village Co., Inc., 104 

B.R. 562, 568 (Bankr. D.N.H. 1989) (debtor-in-possession financing terms must not "pervert the 

reorganizational process from one designed to accommodate all classes of creditors and equity 

interests to one specially crafted for the benefit" of a single party); see also In re Mid-State 

Raceway, Inc., 323 B.R. 40, 60 (Bankr. N.D.N.Y 2005) (post-petition financing must be 

necessary to preserve the assets of the estate). 

28. Likewise, section 364 of the Bankruptcy Code is not a "secured lenders' act" 

allowing a single creditor to upset the level playing field contemplated by the Bankruptcy Code, 

See, Ames Department Stores, 115 B.R. at 37. Accordingly, courts reviewing proposed postpetition financing "focus[] their attention on proposed terms that would tilt the conduct of the 

bankruptcy case [or] prejudice, at an early stage, the powers and rights that the Bankruptcy Code 

confers for the right of all creditors[.]" Id. at 37. The Motion, if granted, would effectively strip

Arc of its rights under the Code after having already extended $19 Million in post-petition, 

unsecured credit. 

29. Arc submits that the $1.3 Billion Facility fails to meet the standard applicable 

under the Bankruptcy Code to approve the Motion, absent modifications of certain provisions of 

Motion and the Interim Order that are prejudicial to the rights of the Post-Petition 

Subcontractors. Arc respectfully requests that the Court deny the Motion unless and until Debtor 

and Lender modify the terms of the proposed $1.3 Billion Facility and Interim Financing Order 

(which accompanies the Motion) to address the prejudice inflicted upon the Post-Petition 

Subcontractors. That remedy is uncomplicated, essential and fundamentally fair: (i) carve-out of 

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the $1.3 Billion Facility an amount sufficient to pay allowed administrative expense claims 

relating to post-petition repair and restoration services for PREPA’s power grid; or (ii) in the 

alternative, increase the $1.3 Billion Facility to cover allowed administrative expense claims 

relating to post-petition repair and restoration services for PREPA’s power grid. 

30. It is fundamentally unfair to subordinate the claims of the Post-Petition 

Subcontractors, including Arc, to the claims of professionals and the repayment of the $1.3 

Billion Facility, because those Post-Petition Subcontractors have already performed critical lifesaving work for the benefit of the residents of Puerto Rico and, therefore, deserve equal status 

with all administrative expenses, particularly the professionals, a right under the Bankruptcy 

Code being stripped away after Arc already performed. 

 RESERVATION OF RIGHTS 

31. Arc reserves its rights, in its absolute and sole discretion, to amend, modify or 

supplement this Objection, including in response to the filing of any additional documents or 

exhibits by PREPA and/or any party-in-interest; and to raise additional arguments at or prior to 

the hearing on the Motion. 

NOTICE 

32. This Objection has been provided to PREPA’s counsel, the “Standard Parties”, 

and to all persons and entities on the “Master Service List”, as each term is defined in the Order 

(A) Imposing and Rendering Applicable Local Bankruptcy Rules to These Title III Cases, (B) 

Authorizing Establishment of Certain Notice, Case Management, and Administrative 

Procedures, and (C) Granting Related Relief and the annexed Notice, Case Management and 

Administrative Procedures (ECF Doc. 249 in case no. 17 BK 3283). Arc submits that, under the 

circumstances, no further service or notice is required. 

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NO PRIOR REQUEST 

33. No prior request for the relief sought by this Objection has been made to this or 

any other court. 

CONCLUSION 

WHEREFORE, for each of the reasons set forth above, Arc respectfully requests that the 

Court deny the Motion as set forth herein and grant such other or further relief as may be 

appropriate. 

Dated: February 1, 2018 

 

 Respectfully submitted, 

 CHIESA SHAHINIAN & GIANTOMASI PC 

 By: /s/ Robert E. Nies 

Robert E. Nies (pro hac vice applicant) 

George A. Spadoro (pro hac vice applicant) 

Marc R. Lepelstat (pro hac vice applicant) 

Michael R. Caruso (pro hac vice applicant) 

 One Boland Drive 

West Orange, New Jersey 07052 

Telephone: (973) 530-2012 

Facsimile: (973) 530-2022 

Email: rnies@csglaw.com

-and- 

 ANTONETTI MONTALVO & RAMIREZ COLL 

 

By: /s/Jose L. Ramirez-Coll 

Jose L. Ramirez-Coll 

P.O. Box 13128 

Telephone: (787) 977-0303 

Facsimile: (787) 977-0323

Email: jramirez@amrclaw.com

 Attorneys for Arc American, Inc.

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