Hearing Date: February 15, 2018 at TBD

UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

-------------------------------------------------------------x

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.

 Debtors.1

-------------------------------------------------------------x

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of 

PUERTO RICO ELECTRIC POWER AUTHORITY 

(“PREPA”), 

 Debtor.

-------------------------------------------------------------x

PROMESA

Title III

No. 17 BK 4780-LTS

Court Filing Relates Only to PREPA 

and Shall Only be Filed in Case No. 

17-BK-4780 (LTS) 

NOTICE OF FILING OF (I) PROPOSED ORDER (A) AUTHORIZING DEBTOR 

PUERTO RICO ELECTRIC POWER AUTHORITY TO OBTAIN 

POSTPETITION SECURED FINANCING, (B) GRANTING PRIMING

LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE 

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

(D) GRANTING RELATED RELIEF; AND (II) RELATED EXHIBITS

PLEASE TAKE NOTICE THAT on February 6, 2018 the Court entered an order [ECF 

No. 636] (the “Scheduling Order”) setting forth a schedule for additional briefing on the joint 

urgent motion of Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”), by and 

 

1 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number listed as a 

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

identification number, as applicable, are the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 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) 

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); (iv) Puerto Rico Highways and 

Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal Tax 

ID: 3808); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780 (LTS)) 

(Last Four Digits of Federal Tax ID: 3747).

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through the Financial Oversight and Management Board for Puerto Rico, as the Debtor’s 

representative pursuant to section 315(b) of the Puerto Rico Oversight, Management, and 

Economic Stability Act,

2

and the Puerto Rico Fiscal Agency and Financial Advisory Authority, 

as the entity authorized to act on behalf of PREPA pursuant to the authority granted to it under 

the Enabling Act of the Fiscal Agency and Financial Advisory Authority, Act 2-2017, for entry 

of interim and final orders (a) authorizing postpetition secured financing, (b) granting priming 

liens and providing superpriority administrative expense claims, (c) modifying the automatic 

stay, (d) scheduling a final hearing, and (e) granting related relief [ECF No. 549] (the 

“Postpetition Financing Motion”).

PLEASE TAKE FURTHER NOTICE that in accordance with the Scheduling Order, 

attached hereto as Exhibit A is a proposed final order (the “Proposed Final Order”) that PREPA 

will seek the entry of at the hearing scheduled for February 15, 2018 on the Postpetition 

Financing Motion. Attached hereto as Exhibit B is a redline of the Proposed Final Order to the 

form of order granting interim relief filed with the Postpetition Financing Motion. Attached 

hereto as Exhibit C is a redline of the Proposed Final Order to a revised form of order granting 

interim relief filed at ECF No. 600.

PLEASE TAKE FURTHER NOTICE that (i) attached as Exhibit 1 to the Proposed 

Final Order is a revised Secured Superpriority Post-Petition Revolving Credit Loan and Security 

Agreement (the “Credit Agreement”) by and between PREPA, as borrower, and the 

Commonwealth of Puerto Rico, as lender, and (ii) attached as Exhibit 2 to the Proposed Order is 

the current initial 13-week cash flow budget. A redline comparison of the Revised Credit 

 

2

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

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Agreement to the prior version of the Credit Agreement filed at ECF No. 586 is attached hereto 

as Exhibit D.

Dated: February 6, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock

Martin J. Bienenstock (pro hac vice)

Paul V. Possinger (pro hac vice)

Ehud Barak (pro hac vice)

Maja Zerjal (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

THE PUERTO RICO FISCAL AGENCY 

AND FINANCIAL ADVISORY 

AUTHORITY, as Fiscal agent for PREPA

By its attorneys,

/s/ Nancy A. Mitchell 

Nancy A. Mitchell (admitted pro hac vice)

Greenberg Traurig, LLP

200 Park Avenue

New York, NY 10166

Phone: 212.801.9200

Fax : 212.801.6400

Email: mitchelln@gtlaw.com

David D. Cleary (admitted pro hac vice)

Kevin D. Finger (admitted pro hac vice)

Greenberg Traurig, LLP

77 West Wacker Drive

Suite 3100

Chicago, IL 60601

Phone: 312.456.8400

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Fax : 312.456.8435

Email: clearyd@gtlaw.com

fingerk@gtlaw.com

/s/ Hermann D. Bauer 

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

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