Exhibit C

Redline of Revised Disclosure Statement Order

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Exhibit C Page 1 of 154
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.

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-4780-LTS

(Jointly Administered)

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 AND ELECTION PROCEDURES, (VI) APPROVING NOTICE OF

NON-VOTING STATUS, (VII) FIXING VOTING, ELECTION, AND CONFIRMATION

DEADLINES, AND (VIII) APPROVING VOTE TABULATION PROCEDURES

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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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2

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 (as defined below), (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, and (ix) related relief, 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

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

Plan (as defined below), as applicable.

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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 First Amended Title III Plan of Adjustment of the

Puerto Rico Electric Power Authority, dated December 16February 9, 20222023 (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 First Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority, dated December 16February 9,

20222023 (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.

held a hearing on ________February 28, 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 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

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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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 XXIVXXVII and XXXIIIXXXVI of the

Plan in satisfaction of the requirements of Bankruptcy Rule 3016(c).

D. The forms of ballots, substantially in the forms attached hereto as Schedules 3(a)

– 3(de) (each a “Ballot”) and the form of election notice, substantially in the form attached

hereto as Schedule 5 (the “Election Notice”), 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 and/or

make an election of the form of distribution pursuant to the Plan, as applicable.

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

of PREPA Revenue Bonds in the Bond ClassesSettling Bondholders, Non-Settling Bondholders,

and holders of Claims in Class 4 (Fuel Line Loan Claims), instructions to submit a vote on

ATOP) need only be provided to: (a) Settling Bondholders and

(a) Settling Bondholders and Settling Monolines on account of PREPA Revenue

Bond Claims in Class 1 (Settling Bondholder and Settling Monoline Claims);

(b)

(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)

(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,;

(d) National Public Finance Guarantee Corporation (“National”) on account of

National Insured Bond Claims in Class 5 (National Insured Bond Claims); and

(d)

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

Claims), Class 56 (National Reimbursement Claim), Class 7 (General

Unsecured Claims), Class 68 (Vitol Claims), Class 79 (Assured Insured

4

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Exhibit C Page 5 of 154
Interest Rate Swaps Claims), Class 911 (Eminent Domain/Inverse

Condemnation Claims), and Class 1012 (Federal Claims).

Beneficial Owners of Claims in Class 5 (National Insured Bond Claims) shall be entitled to

receive an Election Notice and make an election with respect to the form of distribution pursuant

to the Plan to the extent such elections are provided pursuant to the Plan. Beneficial Owners of

Claims in Class 1 (Settling Bondholder and Settling Monoline Claims) that are insured by a

Settling Monoline and Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)

that are insured by a Non-Settling Monoline, shall be entitled to receive a Notice of Non-Voting

Status informing such Beneficial Owners that a Settling Monoline or Non-Settling Monoline, as

applicable, shall be entitled to vote to approve or reject the Plan on account of such 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 theentry into

a Monoline Settlement OfferAgreement or Uninsured Bond Settlement Agreement, as

applicable, prior to the commencement of the solicitation of votes to accept or reject the Plan,

and, therefore, the solicitation of the Settlement OfferMonoline Settlement Agreement or

Uninsured Bond Settlement Agreement, as applicable, is not a solicitation of votes on the Plan.

See Findings of Fact and Conclusions of Law in Connection with Confirmation of the 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 810 (Ordinary

Course Customer Claims) and Class 1113 (Convenience Claims), because the holders of these

Claims are unimpaired pursuant to the Plan and are deemed to accept the Plan:.

5

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H. Ballots need not be provided to the holders of Claims in Class 1214 (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 and elections with respect to the form of distribution thereunder, is a

reasonable period of time for eligible holders of Claims entitled to vote on the Plan or make

elections regarding the form of distributions pursuant to the Plan.

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

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

Hearing”), (b) the deadline for 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 (c) 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 Election Deadline, the Confirmation

Objection Deadline, the Confirmation Hearing, and all related matters.

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 NoticesElection Notice are approved.

6

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7

4. The Creditors’ Committee’s recommendation letter, substantially in the form

attached hereto as Schedule 7(a) (the “Creditors’ Committee Letter”),5 and the Plan Summary

substantially in the form attached hereto as Schedule 7(b) (the “Plan Summary”)6 is approved

pursuant to section 1125 of the Bankruptcy Code.

Confirmation Procedures and Deadlines

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

[●]9:30 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.

6. 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.

7. 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.

8. 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 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

5 The Creditors’ Committee shall provide the Oversight Board with finalized English and Spanish versions of the

Creditors’ Committee Letter no later than two (2) business days after entry of this Order.

6 The Plan Summary is the same summary contained in Section II.B of the Disclosure Statement. The Plan

Summary is subject in its entirety to all disclaimers and provisions of the Disclosure Statement.

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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.

9. 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 Election 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.

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

(Atlantic Standard Time) on May 31, 2023.

11. 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,

8

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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”).

12. 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.

13. 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.

14. 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.

15. 14. Any objection to the Debtor’s (i) voting results tabulation and/or (ii) proposed

findings of fact and conclusions of law must:

a. f. be in writing, in English, and signed,

b. g. state the name, address, and nature of the Claim of the objecting or

responding party,

c. h. 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,

9

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10

d. i. 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. j. 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.

16. 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 (i) voting results tabulation and (ii) proposed findings of fact and

conclusions of law.

Solicitation Procedures and Deadlines; Vote Tabulation

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

Plan (except in connection withClasses 1, 2, 4, and 5 (collectively, the Bond“ATOP Classes”)7)

or, in the case of the non-voting Classes, to receive the applicable Notice of Non-Voting Status,

shall be February 28, 2023 (the “Voting Record Date”).

18. 17. With respect to any transferred Claim (except for any Uninsured PREPA

Revenue Bond Claims in the Bond ClassesClass 1 (Settling Bondholder and Settling Monoline

Claims) and Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)), 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 transfer of the

7 For the avoidance of doubt, because holders of Claims in the ATOP Classes must submit their vote and/or

election through DTC’s Automated Tender Offer Platform, the Voting Record Date shall not apply to the ATOP

Classes; provided, however, the Voting Record Date shall apply to 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 “Assured Matured Bonds”), the holder as of the Voting Record Date of the

claims arising from the Assured Matured 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.

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11

Settling Bondholder and Settling Monoline

Claims58 Class 1

Non-Settling Bondholder and Non-Settling

Monoline Claims69 Class 2

Class

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.

19. 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 Bondssecurities with respect to Classes 1, 2,

4, and 5.

20. 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”):

58 Solicitation Packages shall be provided to Beneficial OwnersSettling Bondholders and Settling

Monolines in Class 1.

69 Solicitation Packages shall be provided to Beneficial Owners of PREPA Revenue Bonds that are not

insured and Non-Settling Monolines in Class 2.

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12

General Unsecured Claims

Fuel Line Loan Claims

Class 57

Class 4

Vitol Claims Class 68

Assured Insured Interest Rate Swaps Claims

National Insured Bond Claims11

Class 79

Pension Claim710

Class 5

Eminent Domain/Inverse Condemnation Claims Class 911

Class 3

Federal Claims

National Reimbursement Claim

Class 1012

21. 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;

812 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.

22. 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)

Class 6

Class

710 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.

11 A Solicitation Package shall only be provided to National on account of National Insured Bond Claims in Class 5.

812 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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13

a flash drive (or otherwise in the Debtor’s discretion)913 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 Election Notice, if any, with

instructions for voting and/or making any applicable election, and, as applicable, a

pre-addressed, pre-paid return envelope, and (iv) with respect to Class 7, the Creditors’

Committee Letter and Plan Summary.

23. 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.

24. 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, Election Notice, Creditors’ Committee Letter, and Plan Summary (each, as

applicable) shall only be provided in paper format.

913 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. 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.

26. 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.

27. 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 810 (Ordinary Course Customer Claims)

 Class 1113 (Convenience Claims)

 Class 1214 (Section 510(b) Subordinated Claims)

14

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28. 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.

29. 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.

30. 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.

15

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Exhibit C Page 16 of 154
16

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

approved.

32. 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 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 810 (Ordinary Course Customer Claims)

 Class 1113 (Convenience Claims)

 Class 1214 (Section 510(b) Subordinated Claims)

33. 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 first-class 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 BondATOP Classes,

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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17

as applicableother than Monoline Insurers (or a Monoline Insurer’s transferee if the Monoline

Insurer’s right to vote has been transferred in accordance with decretal paragraph 18) and holders

of claims arising from the Assured Matured Bonds, 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 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.1114

34. An election of the form of distribution pursuant to the Plan must be executed,

completed, and delivered to the Nominee in accordance with the instructions under the Election

Notice so as to be effectuated through ATOP in accordance with the procedures of DTC by no

later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, unless such time is extended

(the “Election Deadline”); provided, however, that any election of the form of distribution

pursuant to the Plan executed, completed, and delivered through ATOP in accordance with the

procedures of DTC on or before the Election Deadline shall be deemed to be made as of the

Election Deadline; provided, further, that any creditor who has executed, completed, and

delivered through ATOP in accordance with the procedures of DTC its election of the form of

distribution pursuant to the Plan may revoke such election and withdraw any securities that have

1114 The Debtor has established that it is necessary to conduct this solicitation of votes and election of

distributions, as applicable, with respect to the BondATOP Classes through the DTC ATOP platform due to the

magnitude and complexity of effectuating distributions among holders of Claims in the BondATOP Classes.

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18

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

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. To the extent

any of the above locations are unavailable or are closed, the Debtor is permitted to use

been tendered with respect to an election through ATOP in accordance with the procedures of

DTC on or before the Election Deadline.

35. The Solicitation Agent shall use reasonable efforts to keep each of the following

on-island ballot collection site listed below open for the full period between April 10, 2023 and

June 7, 2023:

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reasonable best efforts to secure an alternative location without further order of the Court. The

Debtor shall make copies of the Disclosure Statement and Plan available at each on-island ballot

collection site.

36. 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 Deadlinefiling of the

voting results tabulation on or before June 21, 2023.

37. All securities that are tendered with respect to an election of distributions under

the Plan shall be restricted from further trading or transfer through the Effective Date of the Plan

to facilitate individualized distributions at the beneficial holder level to holders of such

securities.

38. 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 (Non-Settling Bondholder and Non-Settling

Monoline Claims) and the Non-Settling Monolines holding Non-Settling Monoline Claims in

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) are entitled to cast a vote

with respect to such Class. Only National will be entitled to cast a vote with respect to Class 5.

With respect to any Claims in Classes 1, 2, and 5 arising from Insured PREPA Revenue Bonds

owned by a Monoline Insurer, by subrogation or otherwise, if the respective Monoline Insurer

transfers the right to vote such Claim prior to the Voting Record Date in accordance with

decretal paragraph 18 above, then the transferee shall be entitled to receive a Solicitation

Package and a Form of Ballot in the transferee’s name.

19

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20

39. PREPA Revenue Bond Claims in Class 1 (Settling Bondholder and Settling

Monoline Claims) shall be deemed allowed in the aggregate amount of $[___]15 solely for

purposes of voting to accept or reject the Plan. PREPA Revenue Bond Claims in Class 2

(Non-Settling Bondholder and Non-Settling Monoline Claims) shall be deemed allowed in the

aggregate amount of $[___]16 solely for purposes of voting to accept or reject the Plan. For the

avoidance of doubt, holders of PREPA Revenue Bond Claims in Class 1 (Settling Bondholder

and Settling Monoline Claims) and Class 2 (Non-Settling Bondholder and Non-Settling

Monoline Claims) are not required to file a motion for an order pursuant to Bankruptcy Rule

3018(a) (a “3018(a) Motion”) in order to vote to accept or reject the Plan. The allowance of

PREPA Revenue Bond Claims in Classes 1 and 2 solely for purposes of voting to accept or reject

the Plan pursuant to this decretal paragraph 39 shall not prejudice any parties in connection with

the Amended Lien & Recourse Challenge.

40. 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;

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,

15 [Solely for purposes of voting on the Plan, to be determined after the Settlement Offer Deadline, but prior to the

Disclosure Statement Hearing on February 28, 2023.]

16 [Solely for purposes of voting on the Plan, $8,476,517,345.39 less (i) aggregate PREPA Revenue Bond Claims

held by Settling Bondholders and Settling Monolines, and (ii) National Insured Bond Claim ($836,145,928.13).

To be determined after the Settlement Offer Deadline, but prior to the Disclosure Statement Hearing on February

28, 2023.]

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21

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,

non-contingent, 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;1217

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;

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

1217 For the avoidance of doubt, Paragraph 3540(h) of this Order shall not apply to any Claim that is Allowed

pursuant to the Plan.

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Exhibit C Page 22 of 154
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.

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

votes in the BondATOP Classes:

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

securities 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 monoline insurer,; (ii) each Monoline Insurer, shall be

deemed to have voted only the principal amount of its public securitiesthe

PREPA Revenue Bonds insured by such Monoline Insurer as submitted

through and reflected on the Form of Ballot; anyand (iii) each holder

22

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Exhibit C Page 23 of 154
(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 any 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.

42. 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.

43. 38. The form of Rule 3018(a) Motion attached hereto as Schedule 56 is approved,

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

website.

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

the full amount of its Claim therefor.

23

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Exhibit C Page 24 of 154
45. 40. If a creditor casts more than one Ballot voting the same Claim(s) or submits

more than one election with respect to the same Claim(s) before the Voting Deadline or Election

Deadline, as applicable, the last Ballot received or election made before the Voting Deadline, the

last Ballot received before the Voting or Election Deadline, as applicable, is hereby deemed to

reflect such creditor’s intent or election, as applicable, and, thus, to supersede any prior Ballot(s)

or elections made, as applicable.

46. If a creditor in Class 5 (A) fails to timely and validly elect the National NonCommutation Treatment, or (B) submits an election for less than all of its National Insured Bond

Claims (in which case, such election shall be void and of no force and effect), then such creditor

shall be deemed to have elected to receive the National Commutation Treatment pursuant to

Section 20.A of the Plan.

47. 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.

48. 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

24

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25

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

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.1318

49. 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

votevoting results tabulation prepared by the Ballot Agent.

50. The voting results tabulation certification prepared by the Ballot Agent shall

include an explanation or the calculations regarding any changes to voting amounts in the ATOP

Classes.

Miscellaneous

51. 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,

1318 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 C Page 26 of 154
the Plan, the Ballots, the NoticesElection Notice, 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.

52. 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.

53. 46. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

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

relating to the interpretation or implementation of this Order, including, without limitation,

disputes with respect to the validity of an election of the form of distributions to be made

pursuant to the Plan.

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

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

Dated: , 2023

San Juan, Puerto Rico

Laura Taylor Swain

United States District Court Judge

26

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Exhibit C Page 27 of 154
Schedule 1

Disclosure Statement1

1

In the interest of economy, a hard copy of the Disclosure Statement will not be included as a schedule to the

Disclosure Statement Order. A copy of the Disclosure Statement was filed on December 16February 9,

20222023, and is available on the Court’s docket, as well as on the website of the Debtor’s Balloting Agent,

Kroll Restructuring Administration LLC (f/k/a Prime Clerk LLC) (“Kroll”), at

https://cases.ra.kroll.com/puertorico/. A flash drive containing the Disclosure Statement and all exhibits thereto

will be included in the Solicitation Packages. Hard copies of the Disclosure Statement are available on request

by contacting Kroll by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for

international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish available), or by email

at puertoricoinfo@ra.kroll.com. Please do not direct any inquiries to the Court.

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Schedule 2

Confirmation Hearing Notice

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Exhibit C Page 29 of 154
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.

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-4780-LTS

(Jointly Administered)

NOTICE OF (I) APPROVAL OF DISCLOSURE

STATEMENT, (II) ESTABLISHMENT OF RECORD DATES,

(III) HEARING ON CONFIRMATION OF THE PLAN OF ADJUSTMENT

AND PROCEDURES FOR OBJECTION TO CONFIRMATION OF THE PLAN OF

ADJUSTMENT, (IV) PROCEDURES AND DEADLINE FOR VOTING ON THE PLAN

OF ADJUSTMENT AND MAKING CERTAIN ELECTIONS THEREUNDER

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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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Exhibit C Page 30 of 154
30

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. Approval of Disclosure Statement. By order, dated [●], 2023 (the “Disclosure

Statement Order”), the United States District Court for the District of Puerto Rico (the “Court”)

approved the adequacy of the information contained in the Disclosure Statement for the First

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

[___]February 9, 2023 (as the same may be updated, supplemented, amended and/or otherwise

modified from time to time, including all exhibits and attachments thereto, the “Disclosure

Statement”), filed by the Financial Oversight and Management Board on behalf of the Debtor,

and authorized the Debtor to solicit votes with respect to the acceptance or rejection of the First

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

[___]February 9, 2023 (as the same may be updated, supplemented, amended and/or otherwise

modified from time to time, the “Plan”),3 attached as Exhibit A to the Disclosure Statement.

You may obtain a hard copy of the Plan and Disclosure Statement, including Spanish

translations thereof, free of charge, by contacting the Balloting Agent, Kroll

Restructuring Administration LLC (f/k/a Prime Clerk LLC):

If you are entitled to vote on or make an election with respect to distributions pursuant to the Plan, you

will receive a separate Solicitation Package (as defined below) on a future date.

DEADLINE TO FILE DISCOVERY NOTICE: 5:00 p.m. (Atlantic Standard Time) on March 29, 2023

VOTING AND ELECTION DEADLINE: 5:00 p.m. (Atlantic Standard Time) on June 7, 2023

OBJECTION DEADLINE: 5:00 p.m. (Atlantic Standard Time) on June 7, 2023

CONFIRMATION HEARING: July 17–21, 24, 26–28, 2023 at [●]9:30 a.m. (Atlantic Standard Time)

See below for additional deadlines.

If you have any questions regarding this notice, please contact Kroll Restructuring Administration LLC (“Kroll”)2

by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international callers),

available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish available), or by email at

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line).

2 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

3 All capitalized terms used but not otherwise defined shall have the meanings given to such terms in the Plan.

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Exhibit C Page 31 of 154
31

National Insured Bond Claims Class 5

National Reimbursement Claim

Non-Settling Bondholder and Non-Settling

Monoline Claims

Class 6

Class 2

General Unsecured Claims Class 57

Class

Vitol Claims

Pension Claim

Class 68

Telephone (10:00 a.m. to 7:00 p.m. (AST)) (Spanish available):

(844) 822-9231 (toll free for U.S. and Puerto Rico)

(646) 486-7944 (for international callers)

Email: puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line)

Alternatively, electronic copies of the Disclosure Statement and Plan are available, free of

charge, by visiting

https://cases.ra.kroll.com/puertorico/https://cases.ra.kroll.com/puertorico/.

Class 3

Assured Insured Interest Rate Swaps Claims Class 79

Eminent Domain/Inverse Condemnation Claims

Fuel Line Loan Claims

Class 911

Settling Bondholder and Settling Monoline

Claims

Class 4

Federal Claims

2. Pursuant to the Disclosure Statement Order, the Debtor will mail materials needed

for voting on the Plan (the “Solicitation Package”) to holders with Claims in the following

Classes (collectively, the “Voting Classes”):

Class 1012

3. Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, [via remote

hearing through Zoom for Government]United States District Court Judge, at the United States

District Court for the District of Puerto Rico, Clemente Ruiz Nazario United States Courthouse,

150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as otherwise provided pursuant to an

order of the Court) on July 17–21, 24, 26–28, 2023 at [●]9:30 a.m. (Atlantic Standard Time).

Class 1

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32

4. The Confirmation Hearing may be continued from time to time by the Court or

the Oversight Board, without further notice or through adjournments announced in open court or

as indicated in any notice of agenda of matters scheduled for hearing filed with the Court, and

the Plan may be modified, if necessary, prior to, during, or as a result of the Confirmation

Hearing, in accordance with the modification provisions of the Plan and Local Rule 3016-2,

without further notice to interested parties.

5. Plan Confirmation Depository. Information relating to confirmation of the Plan

is available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

6. Confirmation Objection Deadline. The Court has established 5:00 p.m.

(Atlantic Standard Time) on June 7, 2023 as the deadline to file objections or responses to

confirmation of the proposed Plan and the proposed confirmation order4 (the “Confirmation

Objection Deadline”). Parties who do not file an objection to the Plan or the Proposed

Confirmation Orderproposed confirmation order prior to the Confirmation Objection Deadline

will be prohibited from making an oral presentation before the Court at the Confirmation

Hearing.

7. Objections and Responses to Confirmation. Objections and responses to

confirmation of the Plan 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 Plan or the

proposed confirmation order to resolve any such objection or response;

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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d. Be filed electronically 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, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time)), and

e. Be served upon 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: Puerto Rico Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

8. Participation in Confirmation Discovery. If you wish to participate in discovery

in connection with confirmation of the Plan, you must file a notice of your intention to

participate in discovery (a “Discovery Notice”), a form of which is available at

https://cases.ra.kroll.com/puertorico/https://cases.ra.kroll.com/puertorico/. If you file your

Discovery Notice on or before March 29, 2023, you may be granted access to documents in the

Plan Depository, where information and documents concerning the Plan are kept, and will also

be able to serve your own discovery requests. If you file your Discovery Notice after March 29,

2023, but on or before April 24, 2023, you may be granted access to documents in the Plan

Depository. Please note that access to the information in the Plan Depository may also require

complying with the Debtor’s access requirements.

33

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34

9. You must submit the Discovery Notice in the form provided on the Title III Case

website above, which must:

a. Be in writing, in English, and be signed;

b. State your name, address, the nature of your Claim, and your Claim number;

c. State your intention to participate in discovery in connection with

confirmation of the Plan; and

d. Be filed electronically with the Court on the docket using the CM/ECF docket

event Notice of Intent to Participate in Discovery for Plan Confirmation, in (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, through

the Court’s case filing system on or before the applicable deadline.

i. If you are not represented by counsel, you may instead mail

your Discovery Notice to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150

San Juan, P.R. 00918-1767

so as to be received on or before the applicable deadline.

10. You must timely file a Discovery Notice to participate in discovery in

connection with confirmation of the Plan. Failure to timely file a Discovery Notice, however,

will not preclude you from filing an objection to confirmation of the Plan on or before the

Confirmation Objection Deadline, but will preclude you from being able to view documents in

the Plan Depository, and from taking discovery.

11. Discovery Timetable and Deadlines. The Court has established the following

discovery dates and deadlines, which are applicable to the Debtor and to other parties in interest

who have timely filed a Discovery Notice and are eligible to participate in discovery:

5

5 All of the dates and procedures set forth in this notice are subject to change by further Court order.

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35

Deadline for parties in interest to file a “Notice of Intent to Participate

in Discovery,” (hereafter, a “Discovery Notice”). Only parties in

interest who file a timely Discovery Notice can propound discovery,

but failure to do so does not preclude a party from objecting to

confirmation of the Plan.

Deadline for Confirmation Hearing Notice to be served.

28 Days After

Entry of DS

Approval Order

Deadline for Debtor to complete mailing of solicitation materials.

Date of Entry of

Confirmation

Discovery

Procedures Order

Ten Days After

Entry of

Confirmation

Discovery

Procedures Order

April 3, 2023

Deadline for all parties to serve requests for production of

non-depository documents (“Production Requests”). Parties in interest

may serve Production Requests only following their filing of a timely

Discovery Notice.

Parties may serve up to one additional round of Production Requests,

provided that they are served on or before April 14, 2023.

Responses and objections to any Production Requests shall be served

within seven (7) days of service of such Production Requests.

Deadline for the Debtor to upload all documents to the Plan Depository

Conversion of Disclosure Statement depository to Plan Depository

Deadline for parties in interest to file a preliminary fact witness list and

topics about which each witness is expected to testify (a “Party in

Interest’s Preliminary Fact Witness List,” and together with the

Debtor’s Preliminary Fact Witness List, the “Preliminary Fact Witness

Lists”).

Summary of Discovery and Confirmation Deadlines

Deadline for all parties to file opening expert disclosures (“Opening

Expert Disclosures”).

Deadline for the Debtor to file a preliminary fact witness list and topics

about which each witness will testify (“Debtor’s Preliminary Fact

Witness List”).

Deadline for all parties to serve up to fifteen (15) interrogatories

(“Interrogatories”), including subparts. Responses and objections to

such Interrogatories shall be served within ten (10) days of service of

such Interrogatories.

Five Business Days

After Entry of DS

Approval Order

March 29, 2023

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36

Deadline for all parties to file rebuttal expert disclosures (“Rebuttal

Expert Witness Disclosures”).

April 28, 2023

April 14, 2023

Deadline for all parties to file Daubert motions and motions in limine.

Deadline for all parties to serve initial notices of deposition, topics and

requested times for depositions (“Initial Notices of Deposition”) (all

depositions are limited to a seven (7)-hour time limit). Subsequent

notices are allowed provided discovery is completed by the Fact

Discovery Deadline or Expert Discovery Deadline, as applicable.

April 21, 2023

Deadline for completion of expert discovery (the “Expert Discovery

Deadline”).

Deadline for all parties to serve requests for admission, limited to

authentication of documents (“Admission Requests”). Responses and

objections to such Admission Requests shall be served within four (4)

business days of service of such Admission Requests.

May 5, 2023 Deadline for all parties to file oppositions to Daubert motions and

motions in limine.

Deadline for all parties to file opening expert reports (“Opening Expert

Reports”).

May 12, 2023

Deadline for all parties to file replies in support of Daubert motions

and motions in limine.

Deadline for Completion of fact discovery (the “Fact Discovery

Deadline”).

Deadline for all parties to file finalized witness lists, exhibit lists, and

deposition designations.

Deadline for parties who have served a Production Request on or

before April 3, 2023 to serve up to one additional round of Production

Requests.

Responses and objections to any Production Requests shall be served

within seven (7) days of service of such Production Requests.

May 17, 2023

April 24, 2023

Deadline for all parties to file counter-designations, objections to

deposition designations, or objections to exhibit lists.

Deadline for all parties to file rebuttal expert reports (“Rebuttal Expert

Reports”).

May 24, 2023 Deadline for all parties to file objections to counter designations.

May 31, 2023 Deadline for the Debtor to file initial proposed confirmation order (the

“Proposed Confirmation Order”).

April 17, 2023

Deadline for parties in interest who solely want access to documents in

the Plan Depository to file a Discovery Notice.

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37

Deadline for parties in interest to file:

 Objections to confirmation of the Plan (“Plan Objections”).

 Objections to Proposed Confirmation Order.

June 28, 2023

Deadline for parties in interest to file objections to the (i) Vote

Tabulation and/or (ii) Proposed Findings of Fact and Conclusions of

Law.

Voting Deadline & Election Deadline

July 5, 2023

June 21, 2023

Deadline for Debtor to reply to objections to the (i) the Vote Tabulation

and (ii) Proposed Findings of Fact and Conclusions of Law.

Deadline for Debtor to file:

 Memorandum of law in support of confirmation.

 Omnibus reply to Plan Objections and objections to the

Proposed Confirmation Order.

 Witness Declarations.

 Vote Tabulation.

 Initial proposed findings of fact and conclusions of law

(“Proposed Findings of Fact and Conclusions of Law”).

Week of July 10,

2023

(or a date

convenient for the

court)

[Virtual] hearing on motions in limine / pre-trial conference.

July 17–21, 24–28,

2023 Confirmation Hearing

June 7, 2023

12. Voting Record Date. The voting record date is February 28, 2023 (the “Voting

Record Date”), which is the date for determining which holders of Claims in Voting Classes

(except BondClasses 1, 2, 4, and 5 (collectively, the “ATOP Classes”)6) are entitled to vote on

Deadline for non-Debtor parties to file witness declarations

June 7, 2023

6 For the avoidance of doubt, because holders of Claims in the ATOP Classes must submit their vote and/or

election through DTC’s Automated Tender Offer Platform, the Voting Record Date shall not apply to the ATOP

Classes; provided, however, the Voting Record Date shall apply to 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

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38

14. If you received a Solicitation Package, including a Ballot or Notice and intend to

vote on the Plan, you must: (a) follow the instructions carefully; (b) complete all of the required

information on the Ballot (as applicable); and (c) either (i) execute and return your completed

Ballot according to and as set forth in detail in the voting instructions included in the Solicitation

Package so that your Ballot is actually received by the Debtor’s solicitation agent, Kroll

Restructuring Administration LLC (“Kroll” or the “Balloting Agent”)67 on or before the Voting

Deadline, or (ii) instruct your broker or nominee (each, a “Nominee”) to electronically deliver

your bonds via the Automated Tender Offer Program (“ATOP”) at The Depository Trust

the Plan. Therefore, only those creditors in a Class entitled to vote on the Plan and holding

Claims against the Debtor (except in the BondATOP Classes) as of the Voting Record Date are

entitled to vote on the Plan.

13. Voting Deadline. The deadline for voting on the Plan is June 7, 2023, at 5:00

p.m. (Atlantic Standard Time), unless such time is extended (the “Voting Deadline”). You are

not required to vote on the Plan to receive distributions pursuant to the terms of the Plan, if

confirmed by the Court, and provided you hold an Allowed Claim. However, if you are a

Settling Bondholder or, Settling Monoline, or National receiving the treatment provided to

holders of Claims in Class 1, Class 5, or Class 79, you should review your Plan

SupportUninsured Bond Settlement Agreement, Monoline Settlement Agreement, or National

PSA, as applicable, prior to voting or abstaining from voting on the Plan, and how it may

affect your right to receive distributions.

(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.

67

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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Company (“DTC”) in accordance with your desire to vote to accept or reject the Plan on or

before the Voting Deadline. Failure to follow such instructions may disqualify your vote.

15. Election Deadline. The deadline for holders of Claims in Class 5 that have the

right to make an election of the form of distributions pursuant to the Plan to make such election

is on June 7, 2023, at 5:00 p.m. (Atlantic Standard Time), unless such time is extended (the

“Election Deadline”). If you received an Election Notice with an option to make an election, you

must: (a) follow the instructions carefully; and (b) deliver all of the required information

according to and as set forth in detail in the election instructions so that it is received by your

Nominee in sufficient time for your Nominee to actually effectuate your election through DTC’s

ATOP on or before the Election Deadline.

16. 15. Parties in Interest Not Entitled to Vote. Creditors in Class 1214 (Section

510(b) Subordinated Claims) are deemed to reject the Plan and not entitled to vote.

17. 16. Creditors in Class 810 (Ordinary Course Customer Claims) and Class 1113

(Convenience Claims) are deemed to accept the Plan and not entitled to vote.

18. 17. If a Claim is listed on the Debtor’s list of creditors [Case No. 17-4780, ECF

No. 262] 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 Deadline, such Claim shall not be entitled to vote to accept or reject the Plan. Proofs

of claim filed for $0.00 or Claims that have been expunged by order of the Court are also not

entitled to vote.

19. 18. If you have timely filed a proof of claim and disagree with the Debtor’s

classification of, objection to, or request for estimation of your Claim and believe you should be

39

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Exhibit C Page 40 of 154
entitled to vote on the Plan, you must serve the Debtor and the parties listed in paragraph 3742 of

the Disclosure Statement Order and file with the Court (with a copy to Chambers) a motion (a

“Rule 3018(a) Motion”) for an order pursuant to Rule 3018 of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”) temporarily allowing your Claim in a different amount or in

a different Class for purposes of voting to accept or reject the Plan. All Rule 3018(a) Motions

must be filed on or before the tenth (10th) day after the later of (i) service of this Confirmation

Hearing Notice and (ii) service of notice of an objection or request for estimation, if any, as to

such Claim. In accordance with Bankruptcy Rule 3018(a), as to any to any creditor filing a Rule

3018(a) Motion, such creditor’s Ballot will not be counted except as may be otherwise ordered

by the Court prior to the Voting Deadline (June 7, 2023, at 5:00 p.m. (Atlantic Standard

Time), which corresponds to 5:00 p.m. prevailing Eastern Time). Creditors may contact the

Balloting Agent (i) via first class mail or via overnight courier, at Puerto Rico Ballot Processing,

C/O Kroll Restructuring Administration LLC (f/k/a Prime Clerk LLC), 850 Third Avenue, Suite

412, Brooklyn, NY 11232, (ii) by telephone at (844) 822-9231 (toll free for U.S. and Puerto

Rico) or (646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic

Standard Time) (Spanish available), or (iii) by email at puertoricoinfo@ra.kroll.com (with

‘PREPA Solicitation’ in the subject line), to receive an appropriate Ballot for any Claim for

which a proof of claim has been timely filed and a Rule 3018(a) Motion has been granted. Rule

3018(a) Motions that are not timely filed and served in the manner set forth herein shall not be

considered.

20. 19. If you wish to have your Claim temporarily allowed for voting purposes

pursuant to Bankruptcy Rule 3018(a), a form of Rule 3018(a) motion together with instructions

for filing and serving the motion is available at https://cases.ra.kroll.com/puertorico/.

40

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21. 20. Parties Who Will Not Be Treated as Creditors. Any holder of a Claim that

(i) is scheduled in the List of Creditors at $0.00 and is not the subject of a timely filed proof of

Claim or a proof of claim deemed timely filed with the Court pursuant to either the Bankruptcy

Code or any order of the Court, or otherwise deemed timely filed under applicable law, or (ii) is

not scheduled and is not the subject of a timely filed proof of claim or a proof of claim deemed

timely filed with the Court pursuant to either the Bankruptcy Code or any order of the Court, or

otherwise deemed timely filed under applicable law, shall not be treated as a creditor with

respect to such Claim for purposes of (a) receiving notices regarding the Plan, and (b) voting on

the Plan.

22. 21. Additional Information. Any party in interest wishing to obtain information

about the solicitation procedures or copies of the Disclosure Statement or the Plan, including

Spanish translations thereof, should contact the Balloting Agent, Kroll Restructuring

Administration LLC, by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646)

486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time)

(Spanish available), or by email at puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line), or may view such documents by accessing either

https://cases.ra.kroll.com/puertorico/ or the Court’s website, https://www.prd.uscourts.gov/.

Please note that a Public Access to Court Electronic Records (“PACER”)

(http://www.pacer.psc.uscourts.gov) password and login are needed to access documents on the

Court’s website.

23. 22. Bankruptcy Rules 2002(c)(3) and 3016(c)). In accordance with

Bankruptcy Rules 2002(c)(3) and 3016(c), set forth below are the release, exculpation, and

injunction provisions contained in the Plan:

Section 2427(A) – Discharge and Release of Claims and Causes of Action:

41

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1. 1. Complete Satisfaction, Discharge, and Release

Except as expressly provided in the Plan or the Confirmation Order, all distributions and

rights afforded under the Plan shall be, and shall be deemed to be, in exchange for, and in

complete satisfaction, settlement, discharge, and release of, all Claims or Causes of Action

against PREPA and Reorganized PREPA that arose, in whole or in part, prior to the Effective

Date, relating to the Title III Case, the Debtor or Reorganized Debtor or any of their respective

Assets, property, or interests of any nature whatsoever, including any interest accrued on such

Claims from and after the Petition Date, and regardless of whether any property will have been

distributed or retained pursuant to the Plan on account of such Claims or Causes of Action.

Upon the Effective Date, the Debtor and Reorganized Debtor shall be deemed discharged and

released from any and all Claims, Causes of Action, and any other Debts that arose, in whole or

in part, prior to the Effective Date (including prior to the Petition Date), and all Debts of the kind

specified in Bankruptcy Code sections 502(g), 502(h), or 502(i), whether or not (a) a Proof of

Claim based upon such Debt is filed or deemed filed under Bankruptcy Code section 501, (b) a

Claim based upon such Debt is allowed under Bankruptcy Code section 502 (or is otherwise

resolved), or (c) the Holder of a Claim based upon such Debt voted to accept the Plan; provided,

for the avoidance of doubt, this Article XXVII.A.1 does not extend to or include any claims,

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

AP preserved pursuant to the Vitol Settlement Agreement, and the Vitol Parties are not releasing

and instead is expressly preserving, all of its claims, rights, or defenses related to the Vitol-SCC

AP as provided in the Vitol Settlement Agreement.

2. 1. Preclusion from Assertion of Claims Against the Debtor

All Entities shall be precluded from asserting any and all Claims or other obligations,

suits, judgments, damages, Debts, rights, remedies, Causes of Action, or liabilities, of any nature

whatsoever, including any interest accrued on such Claims from and after the Petition Date,

against the Debtor and Reorganized Debtor and each of their respective Assets, property and

rights, relating to the Title III Case, regardless of whether any property will have been distributed

or retained pursuant to the Plan on account of such Claims or other obligations, suits, judgments,

damages, Debts, rights, remedies, Causes of Action, or liabilities. In accordance with the

foregoing, except as expressly provided in the Plan or the Confirmation Order, the Confirmation

Order shall constitute a judicial determination, as of the Effective Date, of the discharge and

release of all such Claims, Causes of Action, or Debt of or against the Debtor and the

Reorganized Debtor pursuant to Bankruptcy Code sections 524 and 944, applicable to the Title

III Case pursuant to PROMESA section 301, and such discharge shall void and extinguish any

judgment obtained against the Debtor or Reorganized Debtor and their respective Assets, and

property at any time, to the extent such judgment is related to a discharged Claim, Debt, or

liability. As of the Effective Date, and in consideration for the value provided under the Plan,

each Holder of a Claim in any Class under this Plan shall be and hereby is deemed to release and

forever waive and discharge as against the Debtor and Reorganized Debtor, and their respective

Assets and property and all such Claims; provided, for the avoidance of doubt, this Article

XXVII.A.2 does not extend to or include any claims, rights, or defenses (whether ordinary or

affirmative) of the Vitol Parties related to the Vitol-SCC AP preserved pursuant to the Vitol

Settlement Agreement, and the Vitol Parties are is not releasing and instead is expressly

preserving, all of its claims, rights, or defenses related to the Vitol-SCC AP as provided in the

Vitol Settlement Agreement.

42

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Exhibit C Page 43 of 154
3. 2. Injunction Related to Discharge of Claims

Except as otherwise expressly provided in this Error! Reference source not

found.Article XXVII of the Plan, the Confirmation Order or such other Final Order of the Title

III Court that may be applicable, all Entities who have held, hold, or may hold Claims or any

other Debt or liability that is discharged or released pursuant to Error! Reference source not

found.Article XXVII hereof or who have held, hold, or may hold Claims or any other Debt or

liability that is discharged or released pursuant to Error! Reference source not found.Article

XXVII hereof are permanently enjoined, from and after the Effective Date, from (a) commencing

or continuing, directly or indirectly, in any manner, any action or other proceeding (including,

without limitation, any judicial, arbitral, administrative, or other proceeding) of any kind on any

such Claim or other Debt or liability that is discharged or released pursuant to the Plan against

any of the Released Parties or any of their respective Assets or property, (b) the enforcement,

attachment, collection, or recovery by any manner or means of any judgment, award, decree, or

order against any of the Released Parties or any of their respective assets or property on account

of any Claim or other Debt or liability that is discharged or released pursuant to the Plan, (c)

creating, perfecting, or enforcing any encumbrance of any kind against any of the Released

Parties or any of their respective assets or property on account of any Claim or other Debt or

liability that is discharged or released pursuant to the Plan, and (d) except to the extent provided,

permitted, or preserved by Bankruptcy Code sections 553, 555, 556, 559, or 560 or pursuant to

the common law right of recoupment, asserting any right of setoff, subrogation, or recoupment of

any kind against any obligation due from any of the Released Parties or any of their respective

assets or property, with respect to any such Claim or other Debt or liability that is discharged or

released pursuant to the Plan. Such injunction shall extend to all successors and assigns of the

Released Parties and their respective assets and property.

Section 2427(B) – Releases by the Debtor and Reorganized Debtor:

Except as otherwise expressly provided in the Plan or the Confirmation Order, on the

Effective Date, and for good and valuable consideration, each of the Debtor and Reorganized

Debtor, the Distribution Agent and each of the Debtor’s and Reorganized Debtor’s Related

Persons shall be deemed to have and hereby does irrevocably and unconditionally, fully, finally,

and forever waive, release, acquit, and discharge the Released Parties from any and all Claims or

Causes of Action that the Debtor, Reorganized Debtor, and the Distribution Agent, or any of

them, or anyone claiming through them, on their behalf or for their benefit, have or may have or

claim to have, now or in the future, against any Released Party that are Released Claims or

otherwise are based upon, relate to, or arise out of or in connection with, in whole or in part, any

act, omission, transaction, event or other circumstance relating to the Title III Case, the Fuel Line

Lender PSA, the National PSA, or the Debtor taking place or existing on or prior to the Effective

Date, and/or any Claim, act, fact, transaction, occurrence, statement, or omission in connection

with or alleged or that could have been alleged, including, without limitation, any such Claim,

demand, right, liability, or cause of action for indemnification, contribution, or any other basis in

law or equity for damages, costs, or fees.

43

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Exhibit C Page 44 of 154
Section 2427(C) – Releases by Holders of Claims:

Notwithstanding anything contained in this Plan to the contrary, as of the Effective Date,

for good and valuable consideration, each Releasing PartyHolder of a Claim is deemed to have

released and discharged the Debtor and the Reorganized Debtor from any and all Causes of

Action, whether known or unknown, including any derivative claims, asserted on behalf of the

Debtor, that such Entity would have been legally entitled to assert (whether individually or

collectively), based on or relating to, or in any manner arising from, in whole or in part, the

Debtor (including management, ownership, or operation thereof), the Debtor’s in- or out-of-court

restructuring efforts, intercompany transactions, the Title III Case, the formulation, preparation,

dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the Uninsured Bond

Settlement Agreement, the Monoline Settlement Agreement, the Vitol Settlement Agreement,

the Restructuring Transactions, the Fuel Line Lender PSA, the National PSA, or any contract,

instrument, release, or other Definitive Documents, agreement, or document created or entered

into in connection with the Disclosure Statement, or the Plan, the filing of the Title III Case, the

pursuit of Confirmation, the pursuit of consummation, the administration and implementation of

the Plan, including the issuance or distribution of securities pursuant to the Plan, or the

distribution of property under the Plan or any other related agreement, or upon any other related

act or omission, transaction, agreement, event, or other occurrence taking place on or before the

Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth

above do not release any post-Effective Date obligations of any party or Entity under the Plan,

the Restructuring Transactions, or any document, instrument, or agreement (including those set

forth in the Plan Supplement) executed to implement the Plan.

Section 2427(D) – Exculpation

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or

incur, and each Exculpated Party is released and exculpated from any Cause of Action for any

claim related to any act or omission in connection with, relating to, or arising out of, the Title III

Case, the formulation, preparation, dissemination, negotiation, or filing of the Fuel Line Lender

PSA, the National PSA, Disclosure Statement, the Plan, the Uninsured Bond Settlement

Agreement, the Monoline Settlement Agreement, the Vitol Settlement Agreement, or any

Restructuring Transaction, contract, instrument, release or other Definitive Document,

agreement, or document created or entered into in connection with the Disclosure Statement or

the Plan, the filing of the Title III Case, the pursuit of Confirmation, the pursuit of

consummation, the administration and implementation of the Plan, including the issuance of

securities pursuant to the Plan, or the distribution of property under the Plan or any other related

agreement, except for claims related to any act or omission that is determined in a Final Order to

have constituted actual fraud or gross negligence, but in all respects such Entities shall be

entitled to reasonably rely upon the advice of counsel with respect to their duties and

responsibilities pursuant to the Plan. The Exculpated Parties have, and upon completion of the

Plan shall be deemed to have, participated in good faith and in compliance with the applicable

laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan

and, therefore, are not, and on account of such distributions shall not be, liable at any time for the

violation of any applicable law, rule, or regulation governing the solicitation of acceptances or

rejections of the Plan or such distributions made pursuant to the Plan.

44

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Exhibit C Page 45 of 154
Section 2427(E) – Injunction As of the Effective Date, all Entities that hold, have held, or may hold a Released Claim

that is released pursuant to this Article XXIVXXVII of the Plan, are, and shall be, permanently,

forever and completely stayed, restrained, prohibited, barred, and enjoined from taking any of the

following actions, whether directly or indirectly, derivatively, or otherwise, on account of or

based on the subject matter of such discharged Released Claims: (i) commencing, conducting, or

continuing in any manner, directly or indirectly, any suit, action, or other proceeding (including,

without limitation, any judicial, arbitral, administrative, or other proceeding) in any forum; (ii)

enforcing, attaching (including, without limitation any prejudgment attachment), collecting, or in

any way seeking to recover any judgment, award, decree, or other order; (iii) creating, perfecting,

or in any way enforcing in any matter, directly or indirectly, any Lien; (iv) setting off, seeking

reimbursement or contributions from, or subrogation against, or otherwise recouping in any

manner, directly or indirectly, any amount against any liability or obligation owed to any Entity

released under Article XXIVXXVII hereof; and (v) commencing or continuing in any manner, in

any place of any judicial, arbitration, or administrative proceeding in any forum, that does not

comply with or its inconsistent with the provisions of the Plan or the Confirmation Order.

Section 3336(C) – Supplemental Injunction

Notwithstanding anything contained herein to the contrary, except to the limited extent

provided in the Plan, all Entities, including Entities acting on their behalf, who currently hold or

assert, have held or asserted, or may hold or assert, any Released Claims against any of the

Released Parties based upon, attributable to, arising out of or relating to the Title III Case or any

Claim against the Debtor, whenever and wherever arising or asserted, whether in the U.S. or

anywhere else in the world, whether sounding in tort, contract, warranty, statute, or any other

theory of law, equity or otherwise, shall be, and shall be deemed to be, permanently stayed,

restrained and enjoined from taking any action against any of the Released Parties for the

purpose of directly or indirectly collecting, recovering or receiving any payment or recovery with

respect to any Released Claims arising prior to the Effective Date (including prior to the Petition

Date), including, but not limited to:

1. Commencing or continuing in any manner any action or other proceeding of any

kind with respect to any such Released Claim against any of the Released Parties

or the assets or property of any Released Party;

2. Enforcing, attaching, collecting, or recovering, by any manner or means, any

judgment, award, decree, or order against any of the Released Parties or the assets

or property of any Released Party with respect to any such Released Claim;

3. Creating, perfecting, or enforcing any Lien of any kind against any of the

Released Parties or the assets or property of any Released Party with respect to

any such Released Claim;

4. Except as otherwise expressly provided in the Plan or the Confirmation Order,

asserting, implementing or effectuating any setoff, right of subrogation,

indemnity, contribution, or recoupment of any kind against any obligation due to

any of the Released Parties or against the property of any Released Party with

respect to any such Released Claim; and

45

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Exhibit C Page 46 of 154
5. Taking any act, in any manner, in any place whatsoever, that does not conform to,

or comply with, the provisions of the Plan or the Confirmation Order, provided,

however, that the Debtor’s compliance with the formal requirements of

Bankruptcy Rule 3016 shall not constitute an admission that the Plan provides for

any injunction against conduct not otherwise enjoined under the Bankruptcy

Code.

46

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Exhibit C Page 47 of 154
47

Dated: ___________ 2023

San Juan, Puerto Rico

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

Attorneys for the Financial

Oversight and Management Board

as representative for PREPA

/s/

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

Email: hermann.bauer@oneillborges.com

Co-AttorneyAttorneys for the Financial

Oversight and

Management Board as representative for

PREPA

Respectfully submitted,

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Exhibit C Page 48 of 154
Schedule 3(a)

Form of Notice of Voting Instructions for

Settling Bondholder Claims in Class 1 (Settling Bondholder and Settling Monoline Claims)

and, Non-Settling Bondholder Claims in Class 2 (Non-Settling Bondholder and

Non-Settling Monoline Claims), and Holders of Claims in Class 4 (Fuel Line Loan Claims)

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 49 of 154
Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 50 of 154
2

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF VOTING INSTRUCTIONS FOR [SETTLING BONDHOLDER CLAIMS IN

CLASS 1] / [NON-SETTLING BONDHOLDER CLAIMS IN CLASS 2] / [HOLDERS OF

CLAIM IN CLASS 4]

This Notice of Voting (the “Notice”) is being sent to the beneficial holders of securities

[issued by the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”),]

2

 giving rise to

claims in Class [1 / 2 / 4] of the First Amended Title III Plan of Adjustment of the Puerto Rico

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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).

2

 [Applicable only to Classes 1 and 2.]

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Exhibit C Page 51 of 154
3

Electric Power Authority, dated [●], 20222023 [Case No. 17-BK-4780, ECF No. _____]23 (as

the same may be updated, supplemented, amended and/or otherwise modified from time to time,

the “Plan”).34 The [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] and the

relevant CUSIPs are described on Exhibit A attached hereto.

[PREPA Revenue Bond Claim. Settling Bondholders that are Holders of PREPA

Revenue Bond Claims in Class 1 may vote to accept or reject the Plan.] [PREPA Revenue

Bond Claim. Non-Settling Bondholders that are Holders of PREPA Revenue Bond Claims in

Class 2 may vote to accept or reject the Plan.]

The Financial Oversight and Management Board for Puerto Rico (the “Oversight

Board”), as representative of PREPA, is soliciting votes with respect to the Plan, from the

holders of certain impaired Claims against PREPA. By order dated [●], 2023 [ECF No. ___]

(the “Disclosure Statement Order”), the Court approved the Disclosure Statement for the First

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●],

20222023 [ECF No. ___] (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”), and authorized the Debtor to solicit votes with respect to the

acceptance or rejection of the Plan. Instructions to cast your vote are below.

Electronic copies of the Plan and Disclosure Statement are enclosed in the package

containing this Notice. If you have any questions regarding this Notice, please contact the

Balloting Agent by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646)

486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard

Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with ‘PREPA

Solicitation’ in the subject line).

* * * * *

VOTING PROCESS

If you are a beneficial holder of securities[PREPA Revenue Bonds] / [Fuel Line Loan

Trust Certificates] giving rise to Impaired Claims in Class [1 / 2 / 4], you are entitled to cast a

vote either to accept or reject the Plan. To have your vote counted, you must properly vote in

accordance with these instructions so that your vote is actually received no later than 5:00

p.m. (Atlantic Standard Time) on June 7, 2023.

You are encouraged to review the entire Disclosure Statement before casting your vote to accept

or reject the Plan.

How to Submit a Valid Vote

If you wish to cast a vote to accept or reject the Plan, you must:

23 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

34 Unless otherwise defined herein, each capitalized term used herein shall have the meaning given to it in the Plan.

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Exhibit C Page 52 of 154
 instruct your bank, broker or other intermediary through which you hold your [bonds]

/ [trust certificates] in ‘street name’ (each, a “Nominee”) to electronically deliver your

[PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] via the Automated

Tender Offer Program (“ATOP”) at The Depository Trust Company (“DTC”) in

accordance with your desire to vote to accept or reject the Plan.

In addition, by delivering your [PREPA Revenue Bonds] / [Fuel Line Loan Trust

Certificates] via ATOP, you are certifying that:

1. either (a) your vote cast is the only vote cast by you on account of a [PREPA Revenue

Bond Claim] / [Fuel Line Loan Claim], or (b) in addition to the vote cast, one or more

additional votes (“Additional Votes”) on account of other [PREPA Revenue Bond

Claims] / [Fuel Line Loan Claims] have been cast by one or more Nominees, and you

have provided (or coordinated with your Nominee to provide) the Numerosity

Spreadsheet (as defined below) to the Balloting Agent by the Voting Deadline;

2. you have voted all of your Claims on account of your [PREPA Revenue Bonds] / [Fuel

Line Loans] to either accept or reject the Plan and acknowledge that no split votes will

be permitted, and that if you cast conflicting votes in respect of such Claims on account

of your [PREPA Revenue Bonds] / [Fuel Line Loans], all votes cast by you will be

disregarded;

3. you are the holder of the Claims in Class [1 / 2 / 4] on account of [PREPA Revenue

Bonds] / [Fuel Line Loans] to which this Notice pertains or are an authorized signatory

of such holder, and have full power and authority to vote to accept or reject the Plan; and

4. you have been provided with a copy of the Plan, Disclosure Statement, and Disclosure

Statement Order, and acknowledge that the vote cast pursuant to these instructions is

subject to all the terms and conditions set forth in the Plan, Disclosure Statement, and

Disclosure Statement Order.

No paperwork is required to be delivered to Kroll Restructuring Administration LLC to cast a

vote (except in the limited circumstance noted below in the section titled “Numerosity

Information Request – Applicable Only for Beneficial Holders Submitting More Than One

Instruction Through ATOP”). The sole means of casting a vote is to validly tender your

[PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] into the proper ATOP

envelope at DTC.

THE VOTING DEADLINE IS

 5:00 P.M. (ATLANTIC STANDARD TIME) ON JUNE 7, 2023.

This date and time is referred to as the “Voting Deadline.”

NOTE REGARDING RESTRICTIONS ON TRANSFER IF YOU TENDER YOUR [PREPA

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES]: IF YOU TENDER

4

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Exhibit C Page 53 of 154
5

If you wish to revoke your vote, you must instruct your Nominee to revoke your vote and

withdraw your [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] via ATOP at

DTC (which withdrawal will be confirmed by Kroll Restructuring Administration LLC

(“Kroll”)5 once notified by DTC of the withdrawal request). No paperwork is required to be

delivered to Kroll to effectuate the revocation.

If you revoke your vote any time before the Voting Deadline, you may vote again at any time

before the Voting Deadline, in accordance with the instructions to submit a valid vote above.

YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES]

THROUGH ATOP, IT IS ANTICIPATED THAT YOU WILL BE RESTRICTED FROM

TRANSFERRING YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST

CERTIFICATES] UNTIL IMMEDIATELY AFTER THE VOTING TABULATION HAS

BEEN FILED AND ONCE DTC RELEASES YOUR [PREPA REVENUE BONDS] /

[FUEL LINE LOAN TRUST CERTIFICATES] FROM ATOP IN ACCORDANCE WITH

ITS CUSTOMARY PROCEDURES (WHICH RELEASE FROM ATOP IS EXPECTED

TO BE ON OR AS SOON AS POSSIBLE AFTER JUNE 21, 2023).4

YOU MAY, HOWEVER, TRADE OR TRANSFER YOUR TENDERED [PREPA

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] BY REVOKING

YOUR VOTE AND WITHDRAWING ANY TENDERED [PREPA REVENUE BONDS] /

[FUEL LINE LOAN TRUST CERTIFICATES] AT ANY TIME BEFORE THE VOTING

DEADLINE.

IF YOU DESIRE TO RETAIN THE ABILITY TO TRADE OR TRANSFER YOUR

[PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] PRIOR

TO THE VOTING DEADLINE, THEN YOU SHOULD NOT TENDER YOUR [PREPA

REVENUE BONDS ] / [FUEL LINE LOAN TRUST CERTIFICATES]THROUGH

ATOP.

* * * * *

How to Revoke a Valid Vote

You may revoke your vote to accept or reject the Plan and withdraw your [PREPA Revenue

Bonds] / [Fuel Line Loan Trust Certificates] tendered through DTC’s ATOP at any time

before the Voting Deadline.

4 The Debtor, in coordination with DTC, however, may determine that the bonds tendered through ATOP

must be restricted from transferring or trading until the Effective Date to facilitate individualized

distributions at the beneficial holder level to holders of such bonds.

5 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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Exhibit C Page 54 of 154
* * * * *

Nominee Information Submission

Any Nominees with beneficial holder clients who submit vote(s) to reject the Plan on account of

Claims Class 1 (Settling Bondholder and Settling Monoline Claims), must send an Excel

spreadsheet to puertoricoballots@ra.kroll.com (with ‘PREPA Nominee Spreadsheet’ in the

subject line) containing the name(s), address(es), and ATOP instruction confirmation number(s)

(also referred to as ATOP voluntary offer instruction(s) or “VOI(s)”) associated with each vote

to reject the Plan.

* * * * *

Numerosity Information Submission

(Applicable Only for Beneficial Holders Submitting More than One Vote Through ATOP)

Any beneficial holder of [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] that

holds multiple CUSIPs of [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] and

submits more than one vote through one or more Nominees, MUST submit (or coordinate with

their Nominee(s) to submit) a list of all such ATOP instruction confirmation numbers (also

referred to as ATOP voluntary offer instructions or “VOIs”). The Balloting Agent has made

available a template electronic spreadsheet (the “Numerosity Spreadsheet”) on its website at:

https://cases.primeclerk.com/puertorico (click on the link titled “Numerosity Spreadsheet”).

Please return (or coordinate with your Nominee to return) the Numerosity Spreadsheet to the

Balloting Agent in Excel format via email to https://cases.ra.kroll.com/puertorico/ (with ‘PREPA

Numerosity Spreadsheet’ in the subject line). If you anticipate any difficulty in submitting your

Numerosity Spreadsheet in Excel format, please contact Kroll at (844) 822-9231 (toll free for

U.S. and Puerto Rico) or (646) 486-7944 (for international callers) or by e-mail at

puertoricoballots@ra.kroll.com (with ‘PREPA Numerosity Spreadsheet’ in the subject line).

* * * * *

If you have any questions about your holdings, please contact your Nominee. Additionally, you

must contact your Nominee to take any action described above.

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT

THE BALLOTING AGENT, KROLL RESTRUCTURING ADMINISTRATION LLC,

BY TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR

(646) 486-7944 (FOR INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00

P.M. (ATLANTIC STANDARD TIME) (SPANISH AVAILABLE), OR BY EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE). PLEASE NOTE THAT KROLL IS NOT AUTHORIZED TO

PROVIDE, AND WILL NOT PROVIDE, LEGAL ADVICE.

6

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Exhibit C Page 55 of 154
7

Description CUSIP

Exhibit A

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Exhibit C Page 56 of 154
Schedule 3(b)

Form of Ballot for Settling Monolines on Account of Claims in

Class 1 (Settling Bondholder and Settling Monoline Claims)

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 57 of 154
In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

BALLOT FOR SETTLING MONOLINE ON ACCOUNT OF CLAIMS IN CLASS 1

(SETTLING BONDHOLDER AND SETTLING MONOLINE CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight

Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA” or the

“Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic

Stability Act (“PROMESA”),2 is soliciting votes with respect to the First Amended Title III Plan

of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 20222023 [Case No.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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).

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

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Exhibit C Page 58 of 154
2

Copies of the Plan and Disclosure Statement are enclosed in the package containing this

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Plan. If you have any questions regarding the proper completion

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the

“Balloting Agent”),

4

, by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by a Settling Monoline. Pursuant to the Disclosure

Statement Order, a Settling Monoline is entitled to accept or reject the Plan on account of

Impaired Claims in Class 1 (Settling Bondholder and Settling Monoline Claims) arising from

securities insured by such Settling Monoline. To have your vote counted, you must complete,

sign, and return this Ballot so that it is received by the Balloting Agent no later than 5:00

p.m. (Atlantic Standard Time) on June 7, 2023, unless such time is extended (the “Voting

Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

17-BK-4780, ECF No. _____]3 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims

against PREPA.

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court

approved the Disclosure Statement for the First Amended Title III Plan of Adjustment of the

Puerto Rico Electric Power Authority, dated [●], 20222023 [ECF No. ___] (as the same may be

updated, supplemented, amended and/or otherwise modified from time to time, including all

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to

solicit votes with respect to the acceptance or rejection of the Plan.

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 59 of 154
3

Hours (AST)

Citi Towers

250 Ponce de León Ave, Suite 503

Hato Rey, San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

LunaSpeiz

151 Old San Juan at 157 Calle de Luna,

San Juan, PR 00901

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

Address

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform).

M – F

8:30 a.m.

to

5:00 p.m.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 60 of 154
4

$

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to

(please check one):

The Ballot must actually be received by the Balloting Agent by no later than the

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is

extended by the Debtor.

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, any Claim, and without prejudice to the Debtor’s

rights in any other context, each Claim within a Class of Claims entitled to vote to accept or

reject the Plan shall be in an amount as determined by the procedures set forth in the Disclosure

Statement Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii)

a proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any

Claim.

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 1

(Settling Bondholder and Settling Monoline Claims) set forth below in the following

aggregate amount:

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website

and follow the instructions to submit your Ballot.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 61 of 154
5

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than holder)

Title:

Address:

Telephone

Number:

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email or other means of

electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you

receive, as applicable.

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided

with a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The

undersigned certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it

has full power and authority to vote to accept or reject the Plan. The undersigned further

acknowledges that the Debtor’s solicitation of votes is subject to all terms and conditions set

forth in the Disclosure Statement and the order of the District Court approving the Disclosure

Statement and the procedures for the solicitation of votes to accept or reject the Plan contained

therein.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 62 of 154
6

Email:

Date Completed:

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 63 of 154
7

VOTING INSTRUCTIONS FOR A SETTLING MONOLINE

COMPLETING A BALLOT ON ACCOUNT OF CLAIMS IN CLASS 1

(SETTLING BONDHOLDER AND SETTLING MONOLINE CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the First

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●],

20222023 [Case No. 17-BK-4780, ECF No. _____]5 (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, the “Plan”), and (ii)

consent to the injunction and release provisions of the Plan if you vote to accept the Plan. The

terms of the Plan are described in the Disclosure Statement for the First Amended Title III Plan

of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 20222023 [ECF No. ___]

(as the same may be updated, supplemented, amended and/or otherwise modified from time to

time, including all exhibits and attachments thereto, the “Disclosure Statement”). All capitalized

terms used but not otherwise defined herein or in the Ballot shall have the meanings given to

such terms in the Plan. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT

CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims

against the Debtor (including those holders who abstain from voting on or reject the Plan, and

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and

the transactions contemplated thereby, whether or not they vote and whether or not they accept

the Plan.

3. To have your vote counted, you must properly complete, sign, and return

this Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than

5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 64 of 154
8

Hours (AST)

Citi Towers

250 Ponce de León Ave, Suite 503

Hato Rey, San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

LunaSpeiz

151 Old San Juan at 157 Calle de Luna,

San Juan, PR 00901

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

 (F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

Address

M – F

8:30 a.m.

to

5:00 p.m.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 65 of 154
9

Hours (AST)

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Ponce, PR 00731 to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

4. To properly complete the Ballot, you must follow the procedures described

below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your

relationship to such entity and the capacity in which you are signing and

submit satisfactory evidence of your authority to so act (e.g., a power of

attorney or a certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one

Ballot, labeled for a different Class of Claims. Your vote will be counted in

determining acceptance or rejection of the Plan by a particular Class of Claims

against the Debtor only if you complete, sign, and return the Ballot labeled for

that Class of Claims in accordance with the instructions on the Ballot;

e. If you believe you have received the wrong Ballot, please contact the

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent,

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies

between the Ballots, supersede and revoke any prior Ballot.

Address

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 66 of 154
* * * * *

IF YOU:

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT,

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT,

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR

THE PLAN,

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC

FORMAT AND DESIRE PAPER COPIES, OR

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER

ENCLOSED MATERIALS,

PLEASE CONTACT THE BALLOTING AGENT BY:

 TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR

 EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA

SOLICITATION’ IN THE SUBJECT LINE).

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF,

THE DEBTOR, OR THE COURT.

10

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 67 of 154
Schedule 3(c)

Form of Ballot for Non-Settling Monolines on Account of Claims in

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 68 of 154
Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 69 of 154
2

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.

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-4780-LTS

(Jointly Administered)

BALLOT FOR

NON-SETTLING MONOLINES ON ACCOUNT OF CLAIMS IN CLASS 2

(NON-SETTLING BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight

Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA” or the

“Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 70 of 154
3

Stability Act (“PROMESA”),2 is soliciting votes with respect to the First Amended Title III Plan

of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 20222023 [Case No.

17-BK-4780, ECF No. _____]3 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims

against PREPA.

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court

approved the Disclosure Statement for the First Amended Title III Plan of Adjustment of the

Puerto Rico Electric Power Authority, dated [●], 20222023 [ECF No. ___] (as the same may be

updated, supplemented, amended and/or otherwise modified from time to time, including all

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to

solicit votes with respect to the acceptance or rejection of the Plan.

Copies of the Plan and Disclosure Statement are enclosed in the package containing this

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Plan. If you have any questions regarding the proper completion

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the

“Balloting Agent”),

4

, by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by a Non-Settling Monoline. Pursuant to the

Disclosure Statement Order, a Non-Settling Monoline is entitled to vote to accept or reject the

Plan on account of Impaired Claims in Class 2 (Non-Settling Bondholder and Non-Settling

Monoline Claims) arising from securities insured by such Non-Settling Monoline. To have

your vote counted, you must complete, sign, and return this Ballot so that it is received by

the Balloting Agent no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023,

unless such time is extended (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

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

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 71 of 154
4

Hours (AST)

Citi Towers

250 Ponce de León Ave, Suite 503

Hato Rey, San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

LunaSpeiz

151 Old San Juan at 157 Calle de Luna,

San Juan, PR 00901

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

Address

M – F

8:30 a.m.

to

5:00 p.m.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 72 of 154
5

$

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to

(please check one):

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is

extended by the Debtor.

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, any Claim, and without prejudice to the Debtor’s

rights in any other context, each Claim within a Class of Claims entitled to vote to accept or

reject the Plan shall be in an amount as determined by the procedures set forth in the Disclosure

Statement Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii)

a proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any

Claim or the right to vote on account of securities giving rise to such Claim.

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 2

(Non-Settling Bondholder and Non-Settling Monoline Claims) set forth below in the

following aggregate amount:

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website

and follow the instructions to submit your Ballot.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 73 of 154
6

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than holder)

Title:

Address:

Telephone

Number:

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email or other means of

electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you

receive, as applicable.

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided

with a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The

undersigned certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it

has asserted full power and authority to vote to accept or reject the Plan. The undersigned

further acknowledges that the Debtor’s solicitation of votes is subject to all terms and conditions

set forth in the Disclosure Statement and the order of the District Court approving the Disclosure

Statement and the procedures for the solicitation of votes to accept or reject the Plan contained

therein.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 74 of 154
7

Email:

Date Completed:

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 75 of 154
8

VOTING INSTRUCTIONS FOR A NON-SETTLING MONOLINE

COMPLETING A BALLOT ON ACCOUNT OF CLAIMS IN CLASS 2

(NON-SETTLING BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the First

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●],

20222023 [Case No. 17-BK-4780, ECF No. _____]5 (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, the “Plan”), and (ii)

consent to the injunction and release provisions of the Plan if you vote to accept the Plan. The

terms of the Plan are described in the Disclosure Statement for the First Amended Title III Plan

of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 20222023 [ECF No. ___]

(as the same may be updated, supplemented, amended and/or otherwise modified from time to

time, including all exhibits and attachments thereto, the “Disclosure Statement”). All capitalized

terms used but not otherwise defined herein or in the Ballot shall have the meanings given to

such terms in the Plan. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT

CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims

against the Debtor (including those holders who abstain from voting on or reject the Plan, and

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and

the transactions contemplated thereby, whether or not they vote and whether or not they accept

the Plan.

3. To have your vote counted, you must properly complete, sign, and return

this Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than

5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 76 of 154
9

Hours (AST)

Citi Towers

250 Ponce de León Ave, Suite 503

Hato Rey, San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

LunaSpeiz

151 Old San Juan at 157 Calle de Luna,

San Juan, PR 00901

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

 (F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

Address

M – F

8:30 a.m.

to

5:00 p.m.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 77 of 154
10

Hours (AST)

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Ponce, PR 00731 to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

4. To properly complete the Ballot, you must follow the procedures described

below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your

relationship to such entity and the capacity in which you are signing and

submit satisfactory evidence of your authority to so act (e.g., a power of

attorney or a certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one

Ballot or Ballot, labeled for a different Class of Claims. Your vote will be

counted in determining acceptance or rejection of the Plan by a particular

Class of Claims against the Debtor only if you complete, sign, and return the

Ballot labeled for that Class of Claims in accordance with the instructions on

the Ballot;

e. If you believe you have received the wrong Ballot, please contact the

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent,

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies

between the Ballots, supersede and revoke any prior Ballot.

Address

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 78 of 154
* * * * *

IF YOU:

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT,

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT,

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR

THE PLAN,

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC

FORMAT AND DESIRE PAPER COPIES, OR

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER

ENCLOSED MATERIALS,

PLEASE CONTACT THE BALLOTING AGENT BY:

 TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR

 EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA

SOLICITATION’ IN THE SUBJECT LINE).

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF,

THE DEBTOR, OR THE COURT.

11

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 79 of 154
12

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 80 of 154
Schedule 3(d)

Form of Ballot for National on Account of Claims in

Class 5 (National Insured Bond Claims)

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 81 of 154
In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

BALLOT FOR NATIONAL ON ACCOUNT OF CLAIMS

IN CLASS 5 (NATIONAL INSURED BOND CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight

Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA” or the

“Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic

Stability Act (“PROMESA”),2 is soliciting votes with respect to the First Amended Title III Plan

of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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).

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

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 82 of 154
2

Copies of the Plan and Disclosure Statement are enclosed in the package containing this

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Plan. If you have any questions regarding the proper completion

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the

“Balloting Agent”),4 by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by National Public Finance Guarantee Corporation

(“National”). Pursuant to the Disclosure Statement Order, National is entitled to accept or reject

the Plan on account of Impaired Claims in Class 5 (National Insured Bond Claims) arising from

securities insured by National. To have your vote counted, you must complete, sign, and

return this Ballot so that it is received by the Balloting Agent no later than 5:00 p.m.

(Atlantic Standard Time) on June 7, 2023, unless such time is extended (the “Voting

Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

17-BK-4780, ECF No. _____]3 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims

against PREPA.

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court

approved the Disclosure Statement for the First Amended Title III Plan of Adjustment of the

Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be

updated, supplemented, amended and/or otherwise modified from time to time, including all

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to

solicit votes with respect to the acceptance or rejection of the Plan.

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 83 of 154
3

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is

extended by the Debtor.

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 84 of 154
4

$

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to

(please check one):

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, any Claim, and without prejudice to the Debtor’s

rights in any other context, each Claim within a Class of Claims entitled to vote to accept or

reject the Plan shall be in an amount as determined by the procedures set forth in the Disclosure

Statement Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii)

a proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any

Claim.

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 5

(National Insured Bond Claims) set forth below in the following aggregate amount:

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website

and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email or other means of

electronic transmission will not be counted.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 85 of 154
5

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than holder)

Title:

Address:

Telephone

Number:

Email:

Date Completed:

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you

receive, as applicable.

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided

with a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The

undersigned certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it

has full power and authority to vote to accept or reject the Plan. The undersigned further

acknowledges that the Debtor’s solicitation of votes is subject to all terms and conditions set

forth in the Disclosure Statement and the order of the District Court approving the Disclosure

Statement and the procedures for the solicitation of votes to accept or reject the Plan contained

therein.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 86 of 154
6

VOTING INSTRUCTIONS FOR NATIONAL ON ACCOUNT OF CLAIMS IN CLASS 5

(NATIONAL INSURED BOND CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the First

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●],

2023 [Case No. 17-BK-4780, ECF No. _____]5 (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), and (ii) consent to the

injunction and release provisions of the Plan if you vote to accept the Plan. The terms of the

Plan are described in the Disclosure Statement for the First Amended Title III Plan of Adjustment

of the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be

updated, supplemented, amended and/or otherwise modified from time to time, including all

exhibits and attachments thereto, the “Disclosure Statement”). All capitalized terms used but not

otherwise defined herein or in the Ballot shall have the meanings given to such terms in the Plan.

PLEASE READ THE PLAN AND DISCLOSURE STATEMENT CAREFULLY BEFORE

COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims

against the Debtor (including those holders who abstain from voting on or reject the Plan, and

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and

the transactions contemplated thereby, whether or not they vote and whether or not they accept

the Plan.

3. To have your vote counted, you must properly complete, sign, and return

this Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than

5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 87 of 154
7

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

 (F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 88 of 154
4. To properly complete the Ballot, you must follow the procedures described

below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your

relationship to such entity and the capacity in which you are signing and

submit satisfactory evidence of your authority to so act (e.g., a power of

attorney or a certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one

Ballot, labeled for a different Class of Claims. Your vote will be counted in

determining acceptance or rejection of the Plan by a particular Class of Claims

against the Debtor only if you complete, sign, and return the Ballot labeled for

that Class of Claims in accordance with the instructions on the Ballot;

e. If you believe you have received the wrong Ballot, please contact the

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent,

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies

between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU:

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT,

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT,

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR

THE PLAN,

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC

FORMAT AND DESIRE PAPER COPIES, OR

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER

ENCLOSED MATERIALS,

8

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 89 of 154
PLEASE CONTACT THE BALLOTING AGENT BY:

 TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR

 EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA

SOLICITATION’ IN THE SUBJECT LINE).

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF,

THE DEBTOR, OR THE COURT.

9

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 90 of 154
Schedule 3(e)

Form of Ballot for Holders

of Claims in Class 3 (Pension Claim),

Class 46 (Fuel Line Loan ClaimsNational Reimbursement Claim), Class 5

7 (General Unsecured Claims), Class 68 (Vitol

Claims), Class 79 (Assured Insured Interest Rate

Swaps Claims), Class 911 (Eminent Domain/Inverse

Condemnation Claims), and Class 1012 (Federal Claims)

and Holders of Claims arising from Assured Matured Bonds

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 91 of 154
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.

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-4780-LTS

(Jointly Administered)

BALLOT FOR [HOLDERS

OF CLAIMS IN [CLASS 3 (PENSION CLAIM)]

/ [CLASS 46 (FUEL LINE LOANNATONAL REIMBURSEMENT CLAIMS)]

/ [CLASS 57 (GENERAL UNSECURED CLAIMS)] / [CLASS 6

8 (VITOL CLAIMS)] / [CLASS 79 (ASSURED INSURED INTEREST

RATE SWAPS CLAIMS)] / [CLASS 911 (EMINENT DOMAIN/INVERSE

CONDEMNATION CLAIMS)] / [CLASS 1012 (FEDERAL CLAIMS)]] AND

[HOLDERS OF CLAIMS ARISING FROM ASSURED MATURED BONDS]

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 92 of 154
2

The Financial Oversight And Management Board For Puerto Rico (the “Oversight

Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA” or the

“Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic

Stability Act (“PROMESA”),2 is soliciting votes with respect to the First Amended Title III Plan

of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 20222023 [Case No.

17-BK-4780, ECF No. _____]3 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims

against PREPA.

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court

approved the Disclosure Statement for the First Amended Title III Plan of Adjustment of the

Puerto Rico Electric Power Authority, dated [●], 20222023 [ECF No. ___] (as the same may be

updated, supplemented, amended and/or otherwise modified from time to time, including all

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to

solicit votes with respect to the acceptance or rejection of the Plan.

Copies of the Plan and Disclosure Statement are enclosed in the package containing this

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Plan. If you have any questions regarding the proper completion

of this Ballot, please contact Kroll Restructuring Administration LLC (f/k/a Prime Clerk

LLC) (“Kroll” or the “Balloting Agent”),

4

, by telephone at (844) 822-9231 (toll free for U.S.

and Puerto Rico) or (646) 486-7944 (for international callers), available 10:00 a.m. to 7:00

p.m. (Atlantic Standard Time) (Spanish available), or by email at

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by holders of Claims in the Classes listed below. To

have your vote counted, you must complete, sign, and return this Ballot so that it is

received by the Balloting Agent no later than 5:00 p.m. (Atlantic Standard Time) on June

7, 2023, unless such time is extended (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit E-Ballot”

link. Follow the instructions set forth on the website. You are encouraged to

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot

via the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

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

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 93 of 154
3

Hours (AST)

Citi Towers

250 Ponce de León Ave, Suite 503

Hato Rey, San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

LunaSpeiz

151 Old San Juan at 157 Calle de Luna,

San Juan, PR 00901

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

Address

M – F

8:30 a.m.

to

5:00 p.m.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 94 of 154
You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is

extended by the Debtor.

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, any Claim, and without prejudice to the Debtor’s

rights in any other context, each Claim within a Class of Claims entitled to vote to accept or

reject the Plan shall be in an amount as determined by the procedures set forth in the Disclosure

Statement Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii)

a proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any

Claim.

Pursuant to the Plan, you may be required, as a condition to receiving any distribution on

your Claim, to complete the appropriate Internal Revenue Service Form W-8 or Form W-9, as

applicable. Information relating to these forms and instructions on filling them out can be found

on the Internal Revenue Service’s website: https://www.irs.gov/.

(Continued on Next Page)

4

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 95 of 154
5

$

To submit your [election in Item 2 and] / [information in Item 2 and] vote in Item [2] / [3] below

via the “E-Ballot” platform, please visit https://cases.ra.kroll.com/puertorico. Click on the

“Submit E-Ballot” section of the website and follow the instructions to submit your ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:

Kroll’s “E-Ballot” platform is the sole manner in which elections and votes will be accepted via

electronic or online transmission. Elections and votes submitted by facsimile, email or other

means of electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of your

electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you receive, as

applicable.

Creditors who make an election or vote using Kroll’s “E-Ballot” platform should NOT also

submit a paper Ballot.

Item 2.

1 Election to be Treated as Convenience Claim (Class 1113).

Pursuant to the Plan, any holder of an Allowed PREPA General Unsecured Claim may elect to

(a) reduce the amount of such Allowed Claim to $10,000.00 and (b) have such reduced Claim be

treated pursuant to Class 1113 (Convenience Claims), receiving a projected recovery of 100% of

such reduced claim.

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds [the] Claim(s) [in

[Class 3 (Pension Claim)] / [Class 46 (Fuel Line Loan Claims)National Reimbursement Claim] /

[Class 57 (General Unsecured Claims)] / [Class 68 (Vitol Claims)] / [Class 79 (Assured Insured

Interest Rate Swaps Claims)] / [Class 911 (Eminent Domain/Inverse Condemnation Claims)] /

[Class 1012 (Federal Claims)]] / [arising from Assured Matured Bonds] as of February 28,

2023, the Voting Record Date, as set forth below in the following aggregate amount:

1

[Item 2 election only to be included for ballots delivered to holders of Claims in Class 57 (General Unsecured

Claims)].

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 96 of 154
6

 Elect to be Treated as Convenience Claim in Class 1113

(Available only to holders of Claims in Class 57)

If you make the election above, skip to Item 4 below as you are deemed to have accepted

the Plan.

Item [2] / [3]. Vote on Plan [(skip if you have elected to be treated as a Convenience

Claim in Item 2 above)].

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to

(please check one):

Any holder of multiple Allowed PREPA General Unsecured Claims may elect to (a) reduce the

amount of such multiple Claims to an aggregate amount of $20,000.00 and (b) have such

reduced claims be treated pursuant to Class 1113 (Convenience Claims), receiving a projected

recovery of 100% of such reduced claim; provided, however, that the aggregate amount of

consideration to be made available to Convenience Claims shall be One Million Dollars

($1,000,000.00); and provided, further, that in the event the Convenience Cap is exceeded,

holders of Allowed Convenience Claims shall receive a Pro Rata Share of the Convenience Cap.

If you hold multiple Allowed PREPA General Unsecured Claims, receive more than one ballot,

and wish to make this election, you must make a consistent election on all the ballots you

received for them to be treated pursuant to Class 1113 (Convenience Claims). If the ballots do

not all consistently elect to be treated Class 1113 (Convenience Claims), such election will not

be effective.

If you elect to have your Claim reduced and treated as a Convenience Claim in Class 1113, you

will be deemed to have accepted the Plan as a holder of a Claim in Class 1113 (Convenience

Claims).

* * * * *

The undersigned holder of a General Unsecured Claim in Class 57 in the amount set forth in

Item 1 above hereby elects to have such holder’s General Unsecured Claim (a) reduced to

$10,000.00 (and if such holder holds multiple Allowed PREPA General Unsecured Claims, such

multiple claims reduced to an aggregate amount of $20,000.00) and (b) treated as a Convenience

Claim in Class 1113.

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

Item [3] / [4]. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided

with a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 97 of 154
7

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than holder)

Title:

Address:

Telephone

Number:

Email:

Date Completed:

undersigned certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it

has full power and authority to vote to accept or reject the Plan [and make the election in Item 2

above]. The undersigned further acknowledges that the Debtor’s solicitation of votes is subject

to all terms and conditions set forth in the Disclosure Statement and the order of the District

Court approving the Disclosure Statement and the procedures for the solicitation of votes to

accept or reject the Plan contained therein.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 98 of 154
8

VOTING AND ELECTION INSTRUCTIONS FOR COMPLETING THE

BALLOT FOR CLAIMS [IN [CLASS 3 (PENSION CLAIM)] / [CLASS 46 (FUEL LINE

LOAN CLAIMSNATIONAL REIMBURSEMENT CLAIM)] / [CLASS 57 (GENERAL

UNSECURED CLAIMS)] / [CLASS 68 (VITOL CLAIMS)] / [CLASS 79 (ASSURED

INSURED INTEREST RATE SWAPS CLAIMS)] / [CLASS 911 (EMINENT

DOMAIN/INVERSE CONDEMNATION CLAIMS)] / [CLASS 1012 (FEDERAL

CLAIMS)]] / [ARISING FROM ASSURED MATURED BONDS]

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject

the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 20222023 [Case No. 17-BK-4780, ECF No. _____]2 (as the same

may be updated, supplemented, amended and/or otherwise modified from time to time,

the “Plan”), and (ii) consent to the injunction and release provisions of the Plan if you

vote to accept the Plan. The terms of the Plan are described in the Disclosure Statement

for the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 20222023 [ECF No. ___] (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, including all

exhibits and attachments thereto, the “Disclosure Statement”). All capitalized terms used

but not otherwise defined herein or in the Ballot shall have the meanings given to such

terms in the Plan. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT

CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the

holders of two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of

the Allowed Claims in a Class that have voted to accept or reject the Plan. In the event a

Class rejects the Plan, the Court may nevertheless confirm the Plan and thereby make it

binding on holders of Claims in the Class if the Court finds the Plan does not unfairly

discriminate against and accords fair and equitable treatment to the holders of Claims in

the Class and all other Classes of Claims rejecting the Plan, and otherwise satisfies the

requirements of PROMESA Section 314(b) and Section 1129(b) of the Bankruptcy Code.

If the Plan is confirmed by the Court, all holders of Claims against the Debtor (including

those holders who abstain from voting on or reject the Plan, and those holders who are

not entitled to vote on the Plan) will be bound by the confirmed Plan and the transactions

contemplated thereby, whether or not they vote and whether or not they accept the Plan.

3. [Pursuant to the Plan, any holder of an Allowed PREPA General

Unsecured Claim may elect to (a) reduce the amount of such Allowed Claim to

$10,000.00 and (b) have such reduced Claim be treated pursuant to Class 1113

(Convenience Claims), receiving a projected recovery of 100% of such reduced claim;

provided, however, that the aggregate amount of consideration to be made available to

Convenience Claims shall be One Million Dollars ($1,000,000.00); and provided, further,

that in the event the Convenience Cap is exceeded, holders of Allowed Convenience

Claims shall receive a Pro Rata Share of the Convenience Cap. Any holder of multiple

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 99 of 154
9

Allowed PREPA General Unsecured Claims may elect to (a) reduce the amount of such

multiple Claims to an aggregate amount of $20,000.00 and (b) have such reduced claims

be treated pursuant to Class 1113 (Convenience Claims), receiving a projected recovery

of 100% of such reduced claim. If you elect to have your Claim reduced and treated as a

Convenience Claim in Class 1113, you will be deemed to have accepted the Plan as a

holder of a Claim in Class 1113 (Convenience Claims).]3

4. To have your vote or election counted, you must properly complete,

sign, and return this Ballot to Kroll Restructuring Administration LLC (f/k/a Prime

Clerk LLC) (“Kroll” or the “Balloting Agent”) so that it is received by the Balloting

Agent no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the

“Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit E-Ballot”

link. Follow the instructions set forth on the website. You are encouraged to

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot

via the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINSTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

3

 Applicable only to Class 57 (General Unsecured Claims).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 100 of 154
10

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Citi Towers

250 Ponce de León Ave, Suite 503

Hato Rey, San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

LunaSpeiz

151 Old San Juan at 157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Address

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

5. To properly complete the Ballot, you must follow the procedures

described below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject

the Plan, or make an election with respect to, all the Claims you hold in a

Class;

Hours (AST)

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 101 of 154
c. If you are completing this Ballot on behalf of another entity, indicate your

relationship to such entity and the capacity in which you are signing and

submit satisfactory evidence of your authority to so act (e.g., a power of

attorney or a certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one

Ballot, labeled for a different Class of Claims. Your vote will be counted

in determining acceptance or rejection of the Plan by a particular Class of

Claims against the Debtor only if you complete, sign, and return the Ballot

labeled for that Class of Claims in accordance with the instructions on the

Ballot;

e. If you believe you have received the wrong Ballot, please contact the

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

6. If more than one Ballot voting the same Claim is received by the Balloting

Agent, the latest Ballot received prior to the Voting Deadline will, to the extent of any

inconsistencies between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU:

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT,

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT,

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR

THE PLAN,

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC

FORMAT AND DESIRE PAPER COPIES, OR

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER

ENCLOSED MATERIALS,

PLEASE CONTACT THE BALLOTING AGENT BY:

 TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR

 EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA

SOLICITATION’ IN THE SUBJECT LINE).

11

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 102 of 154
PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF,

THE DEBTOR, OR THE COURT.

12

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 103 of 154
Schedule 4(a)

Notice of Non-Voting Status (Deemed to Reject)

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 104 of 154
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.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS

(CLASS 1214 (SECTION 510(B) SUBORDINATED CLAIMS)) – DEEMED TO REJECT

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Disclosure Statement for the First Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 20222023 [Case No.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 105 of 154
2

17-BK-4780, ECF No. _____]2 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto

Rico (the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority

(“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight,

Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting acceptances or

rejections of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 20222023 [ECF No. _____] (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired

Claims who are (or may be) entitled to receive distributions under the Plan.

UNDER THE TERMS OF THE PLAN, YOU ARE NOT ENTITLED TO

RECEIVE OR RETAIN ANY PROPERTY ON ACCOUNT OF YOUR

CLAIM(S) AGAINST THE DEBTOR. THEREFORE, PURSUANT TO

SECTION 1126(g) OF THE BANKRUPTCY CODE, YOU ARE (I)

DEEMED TO HAVE REJECTED THE PLAN, AND (II) NOT ENTITLED

TO VOTE ON THE PLAN.

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, [via remote

hearing through Zoom for Government]United States District Court Judge, at the United States

District Court for the District of Puerto Rico, Clemente Ruiz Nazario United States Courthouse,

150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as otherwise provided pursuant to an

order of the Court) on July 17–21, 24, 26–28, 2023 at [●]9:30 a.m. (Atlantic Standard Time).

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 106 of 154
3

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order4 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order

prior to the Confirmation Objection Deadline will be prohibited from making an oral

presentation before the Court at the Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan 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 Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically 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, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 107 of 154
4

so as to be received on or before the Confirmation Objection Deadline

(June 7, 2023 at 5:00 p.m. (Atlantic Standard Time)), and

e. be served upon 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: Puerto Rico Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT,

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC (“KROLL”),5 BY (I) FIRST CLASS

MAIL OR OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O

KROLL RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC),

850 THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 108 of 154
5

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

Attorneys for the Financial

Oversight and Management Board

as representative for PREPA

/s/

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

Email: hermann.bauer@oneillborges.com

Co-Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 109 of 154
Schedule 4(b)

Notice of Non-Voting Status (Deemed to Accept)

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 110 of 154
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.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS CLASS 810 (ORDINARY COURSE CUSTOMER

CLAIMS) AND CLASS 1113 (CONVENIENCE CLAIMS)) – DEEMED TO ACCEPT

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Disclosure Statement for the First Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 20222023 [Case No.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 111 of 154
2

17-BK-4780, ECF No. _____]2 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto

Rico (the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority

(“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight,

Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting acceptances or

rejections of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 20222023 [ECF No. _____] (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired

Claims who are (or may be) entitled to receive distributions under the Plan.

UNDER THE TERMS OF THE PLAN, YOUR CLAIM(S)

AGAINST THE DEBTOR ARE UNIMPAIRED.

THEREFORE, PURSUANT TO SECTION 1126(f) OF THE

BANKRUPTCY CODE, YOU ARE (I) DEEMED TO HAVE

ACCEPTED THE PLAN, AND (II) NOT ENTITLED TO

VOTE ON THE PLAN.

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, [via remote

hearing through Zoom for Government]United States District Court Judge, at the United States

District Court for the District of Puerto Rico, Clemente Ruiz Nazario United States Courthouse,

150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as otherwise provided pursuant to an

order of the Court) on July 17–21, 24, 26–28, 2023 at [●]9:30 a.m. (Atlantic Standard Time).

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 112 of 154
3

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order4 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order

prior to the Confirmation Objection Deadline will be prohibited from making an oral

presentation before the Court at the Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan 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 Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically 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, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s

case filing system, you may instead mail your objection to the

Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 113 of 154
so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard Time)),

and

e. be served upon 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: Puerto Rico Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT,

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC BY (I) FIRST CLASS MAIL OR

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850

THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

4

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 114 of 154
5

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

Attorneys for the Financial

Oversight and Management Board

as representative for PREPA

/s/

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

Email: hermann.bauer@oneillborges.com

Co-Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 115 of 154
Schedule 4(c)

Notice of Non-Voting Status (Disputed Claims)

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 116 of 154
In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS (DISPUTED CLAIMS)

You are receiving this Notice because you hold a Claim that is subject to an objection.

You should read this Notice carefully and discuss it with your attorney. If you do not have an

attorney, you may wish to consult one.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 117 of 154
2

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Disclosure Statement for the First Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 20222023 [Case No.

17-BK-4780, ECF No. _____]2 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto

Rico (the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority

(“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight,

Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting acceptances or

rejections of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 20222023 [ECF No. _____] (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired

Claims who are (or may be) entitled to receive distributions under the Plan. You are not required

to vote on the Plan to receive distributions pursuant to the terms of the Plan, if confirmed by the

Court.

YOU ARE NOT ENTITLED TO VOTE YOUR CLAIM TO

ACCEPT OR REJECT THE PLAN UNLESS YOUR CLAIM

HAS BEEN ALLOWED PURSUANT TO AN ORDER OF

THE COURT ON OR BEFORE [____]JUNE 7, 2023.

You may seek to challenge the allowance or disallowance of your Claim for voting purposes by

filing a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing your

Claim (a “Rule 3018(a) Motion”). In accordance with Bankruptcy Rule 3018(a), as to any to any

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 118 of 154
3

d. Be filed electronically 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, through the

Court’s case filing system in searchable portable document format on or

before [●], 2023 at 5:00 p.m. (Atlantic Standard Time).

4

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before [●], 2023 at 5:00 p.m.

(Atlantic Standard Time).

5

* * * * *

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, [via remote

creditor filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted except as may

be otherwise ordered by the Court prior to June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time) (the “Voting Deadline”). A form of Rule 3018(a) Motion is available at

https://cases.ra.kroll.com/puertorico/.

Procedures for Filing a Rule 3018(a) Motion. A motion pursuant to Bankruptcy Rule

3018(a) must:

a. Be in writing, in English, and signed;

b. State your name and address;

c. State with particularity the basis and nature of your Claim and the reasons

why the Court should temporarily allow your Claim for voting purposes;

4

[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.]

5

[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.]

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 119 of 154
4

hearing through Zoom for Government]United States District Court Judge, at the United States

District Court for the District of Puerto Rico, Clemente Ruiz Nazario United States Courthouse,

150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as otherwise provided pursuant to an

order of the Court) on July 17–21, 24, 26–28, 2023 at [●]9:30 a.m. (Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order6 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection

Deadline will be prohibited from making an oral presentation before the Court at the

Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan 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 Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically 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, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

6 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 120 of 154
i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time)), and

e. be served upon 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: Puerto Rico Electric Power Authority) so as to be received

on or before the on or before the Confirmation Objection Deadline (June

7, 2023 at 5:00 p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT,

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC, BY (I) FIRST CLASS MAIL OR

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850

THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 121 of 154
6

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

Attorneys for the Financial

Oversight and Management Board

as representative for PREPA

/s/

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

Email: hermann.bauer@oneillborges.com

Dated: , 2023

San Juan, Puerto Rico

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 122 of 154
Co-Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

7

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 123 of 154
Schedule 4(d)

Notice of Non-Voting Status for

Holders of PREPA Revenue Bond Claims Insured by

a Settling Monoline or a Non-Settling Monoline

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 124 of 154
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.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS [CLASS 1 (SETTLING BONDHOLDER AND

SETTLING MONOLINE CLAIMS)] / [CLASS 2 (NON-SETTLING BONDHOLDER

AND NON-SETTLING MONOLINE CLAIMS)]

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Disclosure Statement for the First Amended Title III Plan of

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 125 of 154
2

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 20222023 [Case No.

17-BK-4780, ECF No. _____]2 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto

Rico (the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority

(“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight,

Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting acceptances or

rejections of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 20222023 [ECF No. _____] (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired

Claims who are (or may be) entitled to receive distributions under the Plan.

Voting with respect to PREPA Revenue Bond Claims Insured by [a [Settling Monoline

/ a Non-Settling Monoline].

PURSUANT TO THE ORDER APPROVING THE

DISCLOSURE STATEMENT, [_____] SHALL BE

ENTITLED TO VOTE TO ACCEPT OR REJECT THE

PLAN ON ACCOUNT OF ALL [_____] INSURED BOND

CLAIMS. ACCORDINGLY, YOU ARE NOT ENTITLED

TO VOTE ON ACCOUNT OF SUCH CLAIM(S).

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, via remote

hearing through Zoom for GovernmentUnited States District Court Judge, at the United States

District Court for the District of Puerto Rico, Clemente Ruiz Nazario United States Courthouse,

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 126 of 154
3

150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as otherwise provided pursuant to an

order of the Court) on July 17–21, 24, 26–28, 2023 at [●]9:30 a.m. (Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order4 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection

Deadline will be prohibited from making an oral presentation before the Court at the

Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan 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 Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically 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, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s

case filing system, you may instead mail your objection to the

Court’s Clerk’s office at:

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 127 of 154
4

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time)), and

e. be served upon 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: Puerto Rico Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S)

OR WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE

STATEMENT, PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC,

5

, BY (I) FIRST CLASS MAIL OR

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC) , 850

THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 128 of 154
5

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

Attorneys for the Financial

Oversight and Management Board

as representative for PREPA

/s/

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

Email: hermann.bauer@oneillborges.com

Co-Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 129 of 154
Schedule 4(e)

Notice of Non-Voting Status for Holders of Claims

Subject to Administrative Claims Reconciliation

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 130 of 154
In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS

(CLAIMS SUBJECT TO ADMINISTRATIVE CLAIMS RECONCILIATION)

You are receiving this Notice because you hold a Claim that was transferred to administrative

claims reconciliation 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] (the “ACR Order”).

You should read this Notice carefully and discuss it with your attorney. If you do not have an

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 131 of 154
2

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Disclosure Statement for the First Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 20222023 [Case No.

17-BK-4780, ECF No. _____]2 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto

Rico (the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority

(“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight,

Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting acceptances or

rejections of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●], 20222023 [ECF No. _____] (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired

Claims who are (or may be) entitled to receive distributions under the Plan. You are not required

to vote on the Plan to receive distributions pursuant to the terms of the Plan, if confirmed by the

Court.

 YOU ARE NOT ENTITLED TO VOTE YOUR CLAIM TO ACCEPT OR

REJECT THE PLAN, UNLESS YOUR CLAIM HAS BEEN ALLOWED PURSUANT TO

AN ORDER OF THE COURT ON OR BEFORE [____]JUNE 7, 2023.

You may seek to challenge the allowance or disallowance of your Claim for voting

purposes by filing a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily

attorney, you may wish to consult one.

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 132 of 154
3

h. Be filed electronically 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, through the

Court’s case filing system in searchable portable document format on or

before [●], 2023 at 5:00 p.m. (Atlantic Standard Time).

4

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before [●], 2023 at 5:00 p.m.

(Atlantic Standard Time). 5

* * * * *

allowing your Claim (a “Rule 3018(a) Motion”). In accordance with Bankruptcy Rule 3018(a),

as to any to any creditor filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted

except as may be otherwise ordered by the Court prior to June 7, 2023 at 5:00 p.m. (Atlantic

Standard Time) (the “Voting Deadline”). A form of Rule 3018(a) Motion, together with

instructions for filing and serving the 3018(a) Motion, is available at

https://cases.ra.kroll.com/puertorico/.

Procedures for Filing a Rule 3018(a) Motion. A motion pursuant to Bankruptcy Rule

3018(a) must:

e. Be in writing, in English, and signed;

f. State either your or your designated representative’s name, address, telephone

number, and email address;

g. State with particularity the basis and nature of your Claim and the reasons

why the Court should temporarily allow your Claim for voting purposes;

4

[Note: Tenth (10th) day after deadline to serve Confirmation Hearing Notice.]

5

[Note: Tenth (10th) day after deadline to serve Confirmation Hearing Notice.]

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 133 of 154
4

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

District Court Judge, at the United States District Court for the District of Puerto Rico, [via

remote hearing through Zoom for Government]Clemente Ruiz Nazario United States

Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as otherwise provided

pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at [●]9:30 a.m. (Atlantic

Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order6 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection

Deadline will be prohibited from making an oral presentation before the Court at the

Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan 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 Plan or the

proposed confirmation order to resolve any such objection or response;

6 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 134 of 154
5

d. Be filed electronically 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, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time)), and

e. be served upon 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: Puerto Rico Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT,

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC “KROLL”),

7

, BY (I) FIRST CLASS

MAIL OR OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O

KROLL RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC),

850 THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

7

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 135 of 154
6

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

Attorneys for the Financial

Oversight and Management Board

as representative for PREPA

/s/

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

Email: hermann.bauer@oneillborges.com

Dated: , 2023

San Juan, Puerto Rico

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 136 of 154
Co-Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

7

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 137 of 154
Schedule 5

Form of Election Notice for Holders of Claims in Class 5

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 138 of 154
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.

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-4780-LTS

(Jointly Administered)

ELECTION NOTICE

FOR NATIONAL INSURED BONDHOLDERS WITH CLAIMS IN CLASS 5

This Election Notice (the “Notice”) is being sent to the beneficial holders of Allowed

National Insured Bond Claims arising on account of National Insured Bonds, which are insured

by National Public Finance Guarantee Corporation (“National”). These securities give rise to

Claims in Class 5 of the First Amended Title III Plan of Adjustment of the Puerto Rico Electric

Power Authority, dated [●], 2023 [ECF No. _____] (as the same may be updated, supplemented,

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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).

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 139 of 154
2

Each holder of an Allowed National Insured Bond3 has the option to elect to receive on the

Effective Date, or as soon as reasonably practicable thereafter, in full consideration, satisfaction,

release, and exchange of such holder’s Claim:

National Commutation Treatment (Option 1): On the Effective Date, or as soon as

reasonably practicable thereafter, you will receive the National Commutation

Consideration, distributable by or at the direction of National in its sole and absolute

discretion pursuant to Section 20.A of the Plan. The National Commutation

Consideration consists of a combination of some or all of the following: (i) your Pro Rata

Share of the National Plan Consideration; (ii) a percentage, to be determined at

National’s sole discretion, of the amounts distributable to National in accordance with the

terms and provisions of Article VIII.A of the Plan; and (iii) Cash in an amount to be

determined by National in its sole discretion, in full and complete satisfaction, release,

and discharge of any further obligation of National with respect to the applicable

National Insurance Policies (and, by making such election, you shall be deemed to have

agreed to commute the National Insurance Policies relating to your Allowed National

Insured Bond Claim).

If you elect the National Commutation Treatment (Option 1), (i) you shall not receive any

payments from National under the National Insurance Policies on account of accrued and

unpaid interest on and after, or, in the case of any capital appreciation bonds, the accreted

value on and after, the Effective Date, and to the extent any accrued or accreted interest is

paid to you by National after such date, such amount shall be credited against the

consideration you (or your successors, transferees, or assigns) are otherwise entitled to

receive as National Commutation Consideration, (ii) the National Insured Bonds

underlying your Allowed National Insured Bond Claim shall be deemed cancelled on the

Effective Date, and (iii) you shall have no other or further rights under or with respect to

the applicable National Insurance Policy or any of the National Non-Commutation

Treatment options described in Section 20.B of the Plan or with respect to the National

Non-Commutation Treatment (Option 2) below.

National Non-Commutation Treatment (Option 2): If you timely and validly elect to

receive the National Non-Commutation Treatment, (i) National shall receive the National

amended and/or otherwise modified from time to time, the “Plan”).2 Although National has the

right to cast the vote on account of Claims arising from National Insured Bonds to accept or

reject the Plan, holders of Claims in Class 5 are entitled to elect their form of treatment pursuant

to the Plan.

2 Unless otherwise defined herein, each capitalized term used herein shall have the meaning given to it in the Plan.

3 Any calculations and/or payments to be made to you based on, or in relation to, your Allowed National Insured

Bond Claims pursuant to the options set out herein will take into account any payments of principal and/or

accrued interest already made to you by National pursuant to the terms of the relevant National Insurance

Policies. For the avoidance of doubt, you shall not be compensated for any amounts already paid to you pursuant

to the terms of the relevant National Insurance Policies.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 140 of 154
3

Plan Consideration distributable on account of the applicable Allowed National Insured

Bond Claim, and (ii) such Holder shall receive the following treatment(s):4

(i) Custodial Trusts: You shall (A) deposit, or be deemed to have deposited,

among other things, your Pro Rata Share of the National Trust

Consideration, the National Insured Bonds allocable to you, and the

related National Insurance Policies into the applicable National Trust, (B)

be deemed to have received your Pro Rata Share of the National Trust

Consideration and National Certificates in consideration therefor, and (C)

have no recourse to National or the National Insurance Policies other than

as provided for under the terms of the National Trust.

(ii) Escrow: You shall deposit, or be deemed to have deposited, among other

things, your Pro Rata Share of the National Escrow Consideration in the

National Escrow Account and such deposited National Escrow

Consideration shall be held as security for National’s obligations to the

Holders of the National Insured Bonds whose National Escrow

Consideration was deposited in the National Escrow Account under the

National Insurance Policies.

(iii) Payment of Accelerated Amounts: National shall receive the National

Plan Consideration that would be otherwise allocable to you and National

shall fully and completely discharge its obligation to you by paying on the

Effective Date, in Cash, the amount thereof at the National Acceleration

Price as of the date of payment.

(iv) Alternative Treatment: The Oversight Board and National reserve the

right to formulate an alternative election or implementation option with

respect to the National Insured Bonds that is mutually acceptable to the

Oversight Board and National, each in their respective sole discretion;

provided, however, that any such alternative election or implementation

option must be proposed, in writing, prior to the commencement of the

Disclosure Statement hearing.

If you fail to make a valid election or submit an election for less than all of your Claims in

Class 5 (in which case, such election will be void and of no force and effect), you will be

deemed to have elected to commute the applicable National Insurance Policies, to release and

discharge National’s obligations thereunder, and to receive distributions in accordance with

the National Commutation Treatment (Option 1). If you do not validly elect to receive the

National Non-Commutation Treatment, you shall be deemed to have had, on or after the

Effective Date, the National Insured Bonds, including the obligations of National under the

related National Insurance Policies, underlying your Claim cancelled.

4 Pursuant to the Plan, National shall exercise in its sole discretion its election of treatments at or prior to the Plan

Supplement Deadline.

Case:17-03283-LTS Doc#:23517-3 Filed:02/10/23 Entered:02/10/23 16:56:03 Desc:

Exhibit C Page 141 of 154
You are encouraged to review the entire Disclosure Statement and the Plan before making an

election with respect to the form of distribution you will receive under the Plan. The tax

consequences described in the Disclosure Statement are not a substitute for careful tax planning

and professional tax advice upon your individual circumstances and you should seek advice

from your own tax advisor.

Please take notice that you are not able to vote to accept or reject the Plan and will not

receive separate voting instructions for such purpose. Pursuant to the Plan and the

Disclosure Statement Order, National is entitled to vote to accept or reject the Plan on

account of Claims arising from securities insured by National.

IF YOU WISH TO RECEIVE THE NATIONAL COMMUTATION TREATMENT

(OPTION 1), YOU DO NOT NEED TO TAKE ANY FURTHER ACTION. HOWEVER,

IN SUCH CASE, YOU WILL BE DEEMED TO HAVE ELECTED TO RELEASE,

DISCHARGE, AND COMMUTE NATIONAL’S OBLIGATIONS AND THE NATIONAL

INSURANCE POLICY.

Each holder of National Insured Bonds described on Exhibit A attached hereto that wishes

to receive the National Non-Commutation Treatment (Option 2) must submit a valid

election in the manner described herein.

* * * * *

How to Submit a Valid Election

If you wish to elect to receive the National Non-Commutation Treatment (Option 2), you must

instruct your broker or nominee (each, a “Nominee”) to electronically deliver your National

Insured Bonds via the Automated Tender Offer Program (“ATOP”) at The Depository Trust

Company (“DTC”), which will constitute an election via DTC’s ATOP system to receive the

National Non-Commutation Treatment (Option 2).

No paperwork is required to be delivered to Kroll to effectuate the election. The sole means of

effectuating this election is to (i) validly tender your National Insured Bonds into the proper

ATOP envelope at DTC, and (ii) make the election to receive the National Non-Commutation

Treatment (Option 2), each as described on DTC’s ATOP system.

THE ELECTION DEADLINE IS

 5:00 P.M. (ATLANTIC STANDARD TIME) ON JUNE 7, 2023.

This date and time is referred to as the “Election Deadline.”

PLEASE TAKE NOTICE THAT IF YOU TENDER YOUR NATIONAL INSURED

BONDS THROUGH ATOP, YOU WILL BE RESTRICTED FROM TRANSFERRING

YOUR NATIONAL INSURED BONDS FROM THE ELECTION DEADLINE UNTIL

THE EFFECTIVE DATE OF THE PLAN. IF YOU DESIRE TO RETAIN THE

4

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5

ABILITY TO TRADE OR TRANSFER YOUR NATIONAL INSURED BONDS PRIOR

TO THE EFFECTIVE DATE, THEN YOU SHOULD NOT TENDER YOUR NATIONAL

INSURED BONDS THROUGH ATOP.

YOU MAY, HOWEVER, REVOKE YOUR ELECTION AT ANY TIME BEFORE THE

ELECTION DEADLINE AND WITHDRAW ANY TENDERED NATIONAL INSURED

BONDS.

* * * * *

How to Revoke an Election

You may revoke an election to receive the National Non-Commutation Treatment (Option 2) and

withdraw your National Insured Bonds tendered through DTC’s ATOP at any time before the

Election Deadline.

If you wish to revoke your election, you must instruct your Nominee to revoke your election and

withdraw your National Insured Bonds via ATOP at DTC (which withdrawal will be confirmed

by Kroll once notified by DTC of the withdrawal request). No paperwork is required to be

delivered to Kroll to effectuate the election.

If you revoke your election at any time before the Election Deadline, you may make an election

to receive the National Non-Commutation Treatment (Option 2) at any time before the Election

Deadline, in accordance with the instructions to submit an election above.

* * * * *

If you have any questions about your holdings, please contact your Nominee. Additionally, you

must contact your Nominee to take any action described above.

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT

THE BALLOTING AGENT, KROLL RESTRUCTURING ADMINISTRATION LLC

(“KROLL”),5 BY TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND

PUERTO RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), AVAILABLE

10:00 A.M. TO 7:00 P.M. (ATLANTIC STANDARD TIME) (SPANISH AVAILABLE),

OR BY EMAIL AT PUERTORICOINFO@RA.KROLL.COM AND REFERENCE

“NATIONAL DISTRIBUTION ELECTION” IN THE SUBJECT LINE. PLEASE NOTE

THAT KROLL IS NOT AUTHORIZED TO PROVIDE, AND WILL NOT PROVIDE,

LEGAL ADVICE.

All questions as to the validity, form and eligibility (including time of receipt) of your election

will be determined by the Oversight Board, whose determination shall be final and binding on all

parties. The Oversight Board and National reserve the absolute right to reject any or all elections

that are not in proper form or the acceptance of which would, in its legal counsel’s opinion, be

5 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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unlawful. The Oversight Board and National also reserve the right to waive any defects,

irregularities or conditions as to an election. A waiver of any defect or irregularity in one

instance shall not constitute a waiver of the same or any other defect or irregularity with respect

to any other instance except to the extent the Oversight Board may otherwise so provide. An

election shall not be deemed to have been made until any defects or irregularities have been

waived by us or cured. None of the Oversight Board, National or the Balloting Agent, nor any

other person will be under any duty to give notification of any defect or irregularity in this

election, or will incur any liability to you for failure to give any such notification.

6

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Description CUSIP

Exhibit A

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Schedule 6

Form of 3018(a) Motion

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THE PURPOSE OF RULE 3018(a) OF THE FEDERAL RULES OF BANKRUPTCY

PROCEDURE IS TO ALLOW PARTIES TO REQUEST THE COURT TO

TEMPORARILY ALLOW THEIR CLAIMS FOR THE PURPOSE OF VOTING ON

THE PLAN OF ADJUSTMENT.

THE COURT WILL DETERMINE AFTER NOTICE AND HEARING WHETHER TO

ALLOW YOUR CLAIMS FOR PURPOSES OF VOTING ON THE PLAN.

What to File. Your motion must be in writing, in English, and contain the following information

(a form of Rule 3018(a) motion is included that you may use).

(a) Contact Information. Your motion must include the name, address, telephone

number, and email address of either (1) the claimant (you); or (2) your attorney or

designated representative to whom the attorneys for the Debtor should serve a reply to the

motion, if any.

(b) Claim Information. Your motion must contain the proof of claim number(s) related

thereto from Kroll (You may search for your claim on

https://cases.ra.kroll.com/puertorico/Home-ClaimInfo). If you do not have a proof of

claim number, you must describe the nature and amount of your asserted claim.

(c) Reason(s) for filing. Your motion must contain a concise statement setting forth the

reasons why the Court should permit you to vote on the Debtor’s plan of adjustment and,

if not amount is included in your proof of claim, the amount that you assert to be owed by

the Debtor.

(d) Signature. You must sign your motion. If you do not sign your motion, the clerk will

not accept it for filing.

IMPORTANT NOTICE REGARDING SENSITIVE INFORMATION CONTAINED IN A

MOTION.

Your motion should not include sensitive documents or information, such as copies of driver’s

licenses, passports, birth certificates, Social Security cards, sensitive medical information or

confidential business information. Sensitive information submitted to the Court must adhere to

the following guidelines:

 Social Security numbers and taxpayer identification numbers should be redacted (that is,

blacked out), except for their last four digits.

 Birthdays should be redacted, except for the year of an individual’s birth.

 The name of any individual known to be a minor should be redacted, except for that

person’s initials.

INSTRUCTIONS FOR COMPLETING AND FILING 3018(A) MOTION

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 Financial account numbers should be redacted, except for their last four digits.

Any such sensitive or confidential information upon which a claimant relies in support of its

motion must be provided directly to counsel for the Debtor, and will be kept confidential. You

may provide this information by mailing it to the following address:

Counsel for the Oversight Board

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036-8299

Attn: Martin J. Bienenstock, Esq.

Paul V. Possinger, Esq.

Ehud Barak, Esq.

Daniel S. Desatnik, Esq.

Where and How to File and Serve a Motion. Your motion should be filed 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. There are two methods that

you can use to file your motion:

(a) Online. Registered users of the Court’s case filing system must file their motion

electronically in searchable portable document format.

(b) By Mail. If you are not an attorney who is a registered user of the Court’s case filing

system, you may file and serve a motion by mailing it to the Court’s Clerk’s office, the

Oversight Board, and the Creditors’ Committee at the following addresses:

Clerk’s Office

United States District Court

Room 150 Federal Building

San Juan, Puerto Rico 00918-1767

Counsel for the Oversight Board

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036-8299

Attn: Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Daniel S. Desatnik

Counsel for the Creditors’ Committee

Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Attn: Luc A. Despins

James Bliss

2

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3

James Worthington

G. Alexander Bongartz

Your motion must be mailed or filed electronically so as to be received by the Clerk’s Office, the

Oversight Board, and the Creditors’ Committee no later than the applicable deadline for filing

your Bankruptcy Rule 3018(a) motion (refer to your Notice of Non-Voting Status for the

applicable deadline).

If you are unable to file and serve a motion online or by mail as specified above, you may file a

motion in person at the following address by the applicable deadline:

Clerk’s Office

United States District Court

#150 Chardon Avenue Federal Building

San Juan, Puerto Rico 00918

A certificate of service should be included with your motion explaining how service was

accomplished.

If you have any questions about filing and serving a motion, including questions about the

Court’s case filing system, please contact the Kroll hotline at (844) 822-9231 (toll free for U.S.

and Puerto Rico) or (646) 486-7944 (for international callers).

Additional Resources and Who to Contact with Questions

All documents filed in PREPA’s Title III Case, including copies of claims filed using CM/ECF,

are available free online at https://cases.ra.kroll.com/puertorico. This website is maintained by

Kroll and includes a searchable database to assist with locating documents.

If you require additional information, including the status of your motion, please contact the Kroll

hotline at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international

callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish available).

Inquiries may also be sent via email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’

in the subject line).

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In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

MOTION PURSUANT TO RULE 3018(A)

OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

FOR TEMPORARY ALLOWANCE OF CLAIM FOR VOTING PURPOSES

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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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2

Contact phone

Identify Yourself

Name

Name

Contact email

Movant must provide all of the information below in English.

Part 3: Identify the Claim

Proof of Claim Number (if any)

(You may search for your claim on

https://cases.ra.kroll.com/puertorico/Home-ClaimInfo)

Number Street

Please describe the nature of your claim, including the amount of your claim

Part 4: Explain Why You Should Be Permitted to Vote to Accept or Reject PREPA’s Plan of

Adjustment

Part 2:

By filing this motion, you are seeking a court determination pursuant to Rule 3018(a) of the

Federal Rules of Bankruptcy Procedure to temporarily allow your claim in an amount the court

deems proper for purposes of voting to accept or reject the First Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority.

Please provide below (1) the amount of your claim that should be allowed for voting purposes, and

(2) the reasons why you believe you should be entitled to vote on the Debtor’s plan of adjustment

(attach additional pages if necessary). Please also provide as much documentation as possible to

support both the amount you are asserting and the reasons why you believe you should be entitled

to vote:

Where Should Notices Be Sent?

City State ZIP Code

Part 1:

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3

Part 5:

I respectfully request that this Court enter an order temporarily allowing my claim in the amount

above for purposes of voting to accept or reject the First Amended Title III Plan of Adjustment of

the Puerto Rico Electric Power Authority.

Executed on date _______________________________________ (MM/DD/YYYY)

Signature _________________________________________________________

Print the name of the person who is completing and signing this motion:

__________________________________________________________________

First name Middle name Last name

Sign Below

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Schedule 7(a)

Creditors’ Committee Letter

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Schedule 7(b)

Plan Summary

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