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

PUERTO RICO ELECTRIC POWER 

AUTHORITY,

Debtor.

PROMESA 

Title III

No. 17 BK 4780-LTS

Re: ECF No. 3258

CERTIFICATE OF NO

OBJECTION REGARDING PREPA’S 

MOTION FOR ENTRY OF ORDER ALLOWING 

ADMINISTRATIVE EXPENSE CLAIM FOR COMPENSATION 

FOR MOBILIZATION SERVICES UNDER THE PUERTO RICO THERMAL 

GENERATION FACILITIES OPERATION AND MANAGEMENT AGREEMENT

 1 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four 

(4) digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of Puerto 

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

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

Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of 

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

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

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

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

Bankruptcy Case numbers due to software limitations).

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To the Honorable United States District Court Judge Laura Taylor Swain:

1. On February 21, 2023, the Puerto Rico Electric Power Authority (“PREPA” or the 

“Debtor”), through the Financial Oversight and Management Board for Puerto Rico (the “FOMB” 

or “Oversight Board”) as PREPA’s sole Title III representative pursuant to section 315(b) of the 

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

Rico Fiscal Agency and Financial Advisory Authority (“AAFAF”), filed PREPA’s Motion for 

Entry of Order Allowing Administrative Expense Claim for Compensation for Mobilization 

Services under the Puerto Rico Thermal Generation Facilities Operation and Management 

Agreement [Case No. 17-4780-LTS, ECF No. 3258] (the “Motion”).

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2. Responses or objections, if any, were to be filed and served no later than February 

28, 2023 at 4:00 p.m. (AST) (the “Objection Deadline”). According to this Court’s Sixteenth

Amended Notice, Case Management and Administrative Procedures [Case No. 17-3283-LTS, ECF 

No. 20190-1] (the “Case Management Procedures”), the Court may enter an order granting a 

request for relief without a hearing upon receipt of a certificate of no objection (“CNO”, as defined 

by the Case Management Procedures). See Case Management Procedures, III.P.

3. In accordance with the Case Management Procedures, the undersigned hereby 

certifies that this CNO is filed not less than forty-eight (48) hours after the expiration of the 

Objection Deadline. The undersigned further certifies that counsel for the Oversight Board has 

reviewed the Court’s docket in the above-captioned cases not less than forty-eight (48) hours after 

expiration of the Objection Deadline, and, to the best of counsel’s knowledge, no applicable 

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

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objection, responsive pleading, or request for a hearing with respect to the Motion appears on the 

docket.

WHEREFORE PREPA respectfully requests the Court enter the proposed order attached 

hereto as Exhibit A.

Dated: March 9, 2023

San Juan, Puerto Rico

Respectfully submitted,

/s/ Paul V. Possinger

Martin J. Bienenstock (admitted pro hac vice)

Paul V. Possinger (admitted pro hac vice)

Ehud Barak (admitted 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 

PREPA

/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 

PREPA

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Exhibit A

Proposed Order

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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 

PUERTO RICO ELECTRIC POWER AUTHORITY 

(“PREPA”), 

Debtor.

PROMESA

Title III

No. 17 BK 4780-LTS

Re: ECF No. 3258

[PROPOSED] ORDER ALLOWING ADMINISTRATIVE EXPENSE CLAIM FOR 

COMPENSATION FOR MOBILIZATION SERVICES UNDER THE PUERTO RICO 

THERMAL GENERATION FACILITIES OPERATION AND MANAGEMENT 

AGREEMENT

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

Four Digits of Federal Tax ID: 3747). (Title III case numbers are listed as Bankruptcy Case numbers due to software 

limitations).

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Upon the Government Parties’ Motion for Order Allowing Administrative Expense Claim 

for Compensation for Mobilization Services Under the Puerto Rico Thermal Generation Facilities 

Operation and Management Agreement (the “Motion”);2 and the Court having found it has subject 

matter jurisdiction over this matter pursuant to section 306(a) of PROMESA; and it appearing that 

venue in this district is proper pursuant to section 307(a) of PROMESA; and the Court having 

found that the Mobilization Obligations, to the extent incurred and payable under the Generation 

Contract during the Mobilization Period meet all applicable requirements for an administrative 

expense claim under sections 503(b) and 507(a)(2) of the Bankruptcy Code, made applicable to 

this Title III Case pursuant to section 301(a) of PROMESA; and the Oversight Board having 

consented to the allowance of the Mobilization Obligations as administrative expense claims; and 

that the relief requested in the Motion is in the best interests of PREPA, its creditors, and other 

parties in interest; and the Court having found that PREPA provided adequate and appropriate 

notice of the Motion under the circumstances and that no other or further notice is required; and 

the Court having reviewed the Motion and its supporting materials; and the Court having 

determined that the legal and factual bases set forth in the Motion and its supporting materials

establish just cause for the relief granted herein; and any objections to the relief requested herein 

having been withdrawn or overruled on the merits; and upon the record herein, after due 

deliberation and sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED as set forth herein.

2. Pursuant to sections 105(a), 503, and 507(a)(2) of the Bankruptcy Code, made 

applicable in this Title III Case pursuant to section 301(a) of PROMESA, Genera 

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

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shall have an allowed administrative expense claim for its accrued and unpaid 

Mobilization Obligations incurred under the Generation Contract.

3. Notwithstanding any applicability of any Bankruptcy Rule to the contrary, the 

terms and conditions of this Order shall be immediately effective and enforceable 

upon its entry.

4. To the extent required, PREPA and the Oversight Board, as PREPA’s 

representative in this Title III Case, are authorized to take all actions, and to execute 

all documents, necessary or appropriate, to effectuate the relief granted in this Order 

in accordance with the Motion and without further order of this Court.

5. The Court shall retain jurisdiction to hear and determine any and all disputes related 

to or arising from the implementation, interpretation, and enforcement of this 

Order.

Dated: [_________ ___], 2023

_________________________________

HON. LAURA TAYLOR SWAIN

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