UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

INFORMATIVE MOTION REGARDING AMENDED ELECTION

NOTICE FOR NATIONAL INSURED BONDHOLDERS WITH CLAIMS IN

CLASS 5 OF THE MODIFIED SECOND AMENDED TITLE III PLAN OF

ADJUSTMENT OF THE PUERTO RICO ELECTRIC POWER AUTHORITY 

To the Honorable United States District Judge Laura Taylor Swain:

1. On March 3, 2023, the Court entered the Order (I) Approving Disclosure Statement, 

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 (Bankruptcy Case No. 17-bk-3284-LTS) (Last Four Digits of Federal Tax ID: 8474); 

(iii) Puerto Rico Highways and Transportation Authority (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 (Bankruptcy Case No. 17-bk-3566-LTS) (Last Four Digits of Federal Tax ID: 9686); (v) Puerto Rico 

Electric Power Authority (Bankruptcy Case No. 17-bk-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and 

(vi) Puerto Rico Public Buildings Authority (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).

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.,

 Debtors.1

PROMESA Title III

Case No. 17-bk-3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as a representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA Title III

Case No. 17-bk-4780-LTS

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(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 [Case No. 17-4780, ECF No. 3304] 2 (the “Disclosure Statement Order”), approving, 

among other things, the form of election notice, substantially in the form attached thereto as 

Schedule 5 (the “National Election Notice”).

2. Pursuant to Article XX of the Modified Second Amended Title III Plan of 

Adjustment of the Puerto Rico Electric Power Authority [ECF No. 3296] (the “Modified Second 

Amended Plan”),3 National Public Finance Guarantee Corporation (“National”) has selected the 

treatment options (the “Treatment Options”) to be available to beneficial holders of Allowed 

National Insured Bond Claims arising on account of National Insured Bonds, and informed the 

Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”) of such 

selection. 

3. Accordingly, the Oversight Board and National have amended the National 

Election Notice to reflect the Treatment Options (the “Amended National Election Notice”). The 

Amended National Election Notice is attached hereto as Exhibit A and a redline reflecting the 

changes to the National Election Notice is attached here as Exhibit B. 

4. The Balloting Agent will complete mailing of the Amended National Election 

Notice to the relevant beneficial holders on or around May 8, 2023. 

5. As of May 8, 2023, the Treatment Options are available for election on ATOP for 

2 Unless otherwise stated, all ECF Nos. shall refer to the docket in Case No. 17-4780. 

3 Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Modified Second 

Amended Plan or Disclosure Statement Order, as applicable.

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the relevant beneficial holders. 

[Remainder of Page Intentionally Left Blank]

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Dated: May 8, 2023

 San Juan, Puerto Rico

Respectfully submitted,

/s/ Paul V. Possinger

Martin J. Bienenstock 

Ehud Barak

Margaret A. Dale

Jeffrey W. Levitan 

Michael T. Mervis

Daniel S. Desatnik

Elliot R. Stevens

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Paul V. Possinger

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

70 West Madison, Suite 3800 

Chicago, IL 60602

Tel: (312) 962-3550

Fax: (312) 962-3551

Attorneys for the Financial 

Oversight and Management Board 

as sole Title III representative for PREPA

 O’NEILL & BORGESS LLC

/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205 

250 Muñoz Rivera Ave., Suite 800 

San Juan, PR 00918-1813 

Tel: (787) 764-8181 

Fax: (787) 753-8944

Attorneys for the Financial 

Oversight and Management Board 

as representative for PREPA

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CERTIFICATE OF SERVICE

I hereby certify that, on this same date, I electronically filed the foregoing with the Clerk 

of the Court using the CM/ECF system, which will send notifications of such filing to all CM/ECF 

participants in this case.

/s/Hermann D. Bauer

Hermann D. Bauer

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Exhibit A

Amended National Election Notice

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IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et 

al.,

Debtors.1

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

AMENDED ELECTION NOTICE 

FOR NATIONAL INSURED BONDHOLDERS WITH CLAIMS IN CLASS 5

This Amended Election Notice (the “Notice”)2is 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 Modified Second Amended Title III Plan of Adjustment of the Puerto 

Rico Electric Power Authority, dated March 1, 2023 [ECF No. 3296] (as the same may be updated, 

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

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

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

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

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

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

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

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

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

Bankruptcy Case numbers due to software limitations).

2 This Notice supersedes the original Election Notice for National Insured Bondholders With Claims in Class 5 that 

was previously distributed to beneficial holders of Allowed National Insured Bond Claims.

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2

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

3

 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.

Each holder of an Allowed National Insured Bond4has 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: (i) your Pro Rata Share of the 

National Plan Consideration plus (ii) other consideration to be selected by National in 

National’s sole discretion that, together with (i), equals 96% of the principal and unpaid 

interest due and payable as of the Effective Date to you arising from the National Insurance 

Policies relating to your Allowed National Insured Bond Claim; provided that the value of 

such consideration under (i) and (ii) shall be determined as valued under the Plan (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). The National 

Plan Consideration consists of the Series B Bonds in the face amount equal to seventy-one 

and sixty-five one hundredths percent (71.65%) of the amount of the Allowed National 

Insured Bond Claims.

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. You are urged to consult your own tax 

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

The Plan and Disclosure Statement are available at https://cases.ra.kroll.com/puertorico/. 

4 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. 

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3

advisors regarding the tax consequences of receiving the National Commutation 

Consideration.

National Non-Commutation Treatment (Option 2): If you timely and validly elect to 

receive the National Non-Commutation Treatment, (i) National shall receive, and the 

Distribution Agent shall disburse to National, or such other Entity as National may direct 

in its sole and absolute discretion, the National Plan Consideration distributable on account 

of the applicable Allowed National Insured Bond Claim in a manner mutually agreed upon 

by the Distribution Agent and National and (ii) you may further elect to receive one of the 

following treatments:

(i) Option 2A: National shall have all right, title, and interest in the National 

Plan Consideration and shall manage the National Plan Consideration in its 

sole and absolute discretion subject to and in accordance with its obligations 

under applicable insurance regulations, and National shall remain obligated 

to you under the applicable National Insurance Policy to provide policy 

payments to you as and when originally due under the PREPA Revenue 

Bonds, subject to any rights of acceleration provided in the applicable 

National Insurance Policy. Any income received on account of this Option 

2A likely will not be excluded from gross income for purposes of U.S. 

federal income tax, Commonwealth income tax, and U.S. state and local 

income tax and you are urged to consult your own tax advisors regarding 

the tax consequences of this income. Please note that any securities issued 

on the Effective Date in connection with this Option 2A will not be 

marketable.

(ii) Option 2B: You (i) agree to and not dispute acceleration of your National 

Insured Bonds and the obligations of National with respect to you under the 

applicable National Insurance Policy, in each case, in National’s sole 

discretion, on the Effective Date or any time thereafter, and (ii) (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. 

Any income received on account of this Option 2B likely will not be 

excluded from gross income for purposes of U.S. federal income tax, 

Commonwealth income tax, and U.S. state and local income tax and you 

are urged to consult to consult your own tax advisors regarding the tax 

consequences of this income. Please note that any securities issued on the 

Effective Date in connection with this Option 2B will not be marketable.

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4

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 inaccordance with the National 

Commutation Treatment (Option 1). If you do not validly elect to receive the National NonCommutation 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. 

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 and this Notice 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 2A or Option 2B) 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 2A or Option 

2B), 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”), together with your election to participate in either Option 2A or Option 

2B of the National Non-Commutation Treatment. 

No paperwork is required to be delivered to Kroll to effectuate an election to receive the National 

Non-Commutation Treatment (Option 2A or Option 2B). The sole means of effectuating the 

National Non-Commutation Treatment election (Option 2A or Option 2B) is to (i) validly tender 

your National Insured Bonds into the proper ATOP envelope at DTC, and (ii) make the election 

to receive either Option 2A or Option 2B, each as described on DTC’s ATOP system.

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5

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 UNTIL THE ISSUANCE OF NEW CUSIPS IN 

CONNECTION WITH SUCH TENDERED BONDS, WHICH ISSUANCE SHALL 

OCCUR AS SOON AS REASONABLY PRACTICABLE AFTER THE ELECTION

DEADLINE. IF YOU DESIRE TO RETAIN THE ABILITY TO TRADE OR TRANSFER 

YOUR NATIONAL INSURED BONDS PRIOR TO THE ISSUANCE OF NEW CUSIPS, 

THEN YOU SHOULD NOT TENDER YOUR NATIONAL INSURED BONDS THROUGH 

ATOP.

PLEASE ALSO TAKE NOTICE THAT THE NEW CUSIPS ISSUED IF YOU TENDER 

YOUR NATIONAL INSURED BONDS WILL BE CANCELLED AS OF THE EFFECTIVE 

DATE OF THE PLAN. 

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 2A or 

Option 2B) 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 2A or Option 2B) 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.

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6

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 

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.

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

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Exhibit A

Description CUSIP

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Exhibit B

Redline

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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)

AMENDED ELECTION NOTICE

FOR NATIONAL INSURED BONDHOLDERS WITH CLAIMS IN CLASS 5

This Amended Election Notice (the “Notice”)2 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 Modified Second Amended Title III Plan of Adjustment of the

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 This Notice supersedes the original Election Notice for National Insured Bondholders With Claims in Class 5

that was previously distributed to beneficial holders of Allowed National Insured Bond Claims.

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2

Each holder of an Allowed National Insured Bond34 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; plus (ii) a

percentage,other consideration to be determined atselected by National in National’s sole

discretion that, of the amounts distributable to National in accordance with the terms and

provisions of Article VIII.A of the Plan; andtogether with (iiii) Cash in an amount to be

determined by National in its sole discretion, in full and complete satisfaction, release,,

equals 96% of the principal and unpaid interest due and dischargepayable as of any

further obligation of National with respectthe Effective Date to you arising from the

applicable National Insurance Policies relating to your Allowed National Insured Bond

Claim; provided that the value of such consideration under (i) and (ii) shall be determined

as valued under the Plan (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). The National Plan Consideration consists of the Series B Bonds in

the face amount equal to seventy-one and sixty-five one hundredths percent (71.65%) of

the amount of the Allowed National Insured Bond Claims.

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

Puerto Rico Electric Power Authority, dated March 1, 2023 [ECF No. _____3296] (as the same

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

“Plan”).23 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.

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

The Plan and Disclosure Statement are available at https://cases.ra.kroll.com/puertorico/.

34 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.

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3

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. You are urged to consult your own tax

advisors regarding the tax consequences of receiving the National Commutation

Consideration.

National Non-Commutation Treatment (Option 2): If you timely and validly elect to

receive the National Non-Commutation Treatment, (i) National shall receive, and the

Distribution Agent shall disburse to National, or such other Entity as National may direct

in its sole and absolute discretion, the National Plan Consideration distributable on

account of the applicable Allowed National Insured Bond Claim, in a manner mutually

agreed upon by the Distribution Agent and National and (ii) such Holder shallyou may

further elect to receive one of the following treatment(s)treatments:

4

(i) Option 2A: National shall have all right, title, and interest in the National

Plan Consideration and shall manage the National Plan Consideration in

its sole and absolute discretion subject to and in accordance with its

obligations under applicable insurance regulations, and National shall

remain obligated to you under the applicable National Insurance Policy to

provide policy payments to you as and when originally due under the

PREPA Revenue Bonds, subject to any rights of acceleration provided in

the applicable National Insurance Policy. Any income received on

account of this Option 2A likely will not be excluded from gross income

for purposes of U.S. federal income tax, Commonwealth income tax, and

U.S. state and local income tax and you are urged to consult your own tax

advisors regarding the tax consequences of this income. Please note that

any securities issued on the Effective Date in connection with this Option

2A will not be marketable.

(ii) (i) Custodial TrustsOption 2B: You shall (A) deposit, or be deemed to

have deposited, among other things, your Pro Rata Share of(i) agree to and

not dispute acceleration of your National Insured Bonds and the

obligations of National with respect to you under the applicable National

Insurance Policy, in each case, in National’s sole discretion, on the

Effective Date or any time thereafter, and (ii) (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

4 Pursuant to the Plan, National shall exercise in its sole discretion its election of treatments at or prior to the Plan

Supplement Deadline.

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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. Any income

received on account of this Option 2B likely will not be excluded from

gross income for purposes of U.S. federal income tax, Commonwealth

income tax, and U.S. state and local income tax and you are urged to

consult to consult your own tax advisors regarding the tax consequences

of this income. Please note that any securities issued on the Effective Date

in connection with this Option 2B will not be marketable.

(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.

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 and this Notice 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.

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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 2A or Option 2B) 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 2A or Option

2B), 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 antogether with your election via DTC’s ATOP

system to receiveto participate in either Option 2A or Option 2B of the National

Non-Commutation Treatment (Option 2).

No paperwork is required to be delivered to Kroll to effectuate thean election to receive the

National Non-Commutation Treatment (Option 2A or Option 2B). The sole means of

effectuating thisthe National Non-Commutation Treatment election (Option 2A or Option 2B) 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 (either Option 2)A or

Option 2B, 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 UNTIL THE ISSUANCE OF NEW CUSIPS IN

CONNECTION WITH SUCH TENDERED BONDS, WHICH ISSUANCE SHALL

OCCUR AS SOON AS REASONABLY PRACTICABLE AFTER THE ELECTION

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6

DEADLINE. IF YOU DESIRE TO RETAIN THE ABILITY TO TRADE OR

TRANSFER YOUR NATIONAL INSURED BONDS PRIOR TO THE ISSUANCE OF

NEW CUSIPS, THEN YOU SHOULD NOT TENDER YOUR NATIONAL INSURED

BONDS THROUGH ATOP.

PLEASE ALSO TAKE NOTICE THAT THE NEW CUSIPS ISSUED IF YOU TENDER

YOUR NATIONAL INSURED BONDS WILL BE CANCELLED AS OF THE

EFFECTIVE DATE OF THE PLAN.

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 2A or

Option 2B) 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 2A or Option 2B) 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

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

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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

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.

7

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8

Description CUSIP

Exhibit A

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