UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.

 Debtors.1

PROMESA

Title III 

Case No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

 Debtor.

PROMESA

Title III 

Case No. 17 BK 4780-LTS

Re: ECF Nos. 549, 722, 728

Court Filing Relates Only to PREPA 

and Shall Only Be Filed in Case No. 

17 BK 4780-LTS

The Financial Oversight and 

Management Board for Puerto Rico,

 as representative of

Puerto Rico Electric Power Authority,

 Movant,

 1

 The Debtors in the jointly-administered 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). (Title III case numbers are listed as Bankruptcy Case numbers 

due to software limitations).

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v.

WHITEFISH ENERGY HOLDINGS, LLC, et al.2

 Respondents,

NOTICE OF FILING OF REVISED 

(I) ORDER (A) AUTHORIZING DEBTOR PUERTO RICO 

ELECTRIC POWER AUTHORITY TO OBTAIN POSTPETITION 

FINANCING, (B) PROVIDING SUPERPRIORITY ADMINISTRATIVE

EXPENSE CLAIMS, AND (C) GRANTING RELATED RELIEF; AND (II) 

SUPERPRIORITY POST-PETITION REVOLVING CREDIT LOAN AGREEMENT

PLEASE TAKE NOTICE THAT on February 15, 2018, this Court issued its oral ruling 

that, for reasons explained on the record, it would not grant the Urgent Joint Motion of the 

Financial Oversight and Management Board for Puerto Rico and the Puerto Rico Fiscal Agency 

and Financial Advisory Authority for Entry of Interim and Final Orders (a) Authorizing 

Postpetition Secured Financing, (b) Granting Priming Liens and Providing Superpriority 

Administrative Expense Claims, (c) Modifying the Automatic Stay, (d) Scheduling a Final 

Hearing, and (e) Granting Related Relief (the “Postpetition Financing Motion”) [ECF No. 549]. 

The Court, however, determined not to issue a final order in respect of the Postpetition Financing 

Motion, but to enable 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 the Debtor’s representative pursuant to section 315(b) of the Puerto Rico Oversight, 

Management, and Economic Stability Act (“PROMESA”),3 and the Puerto Rico Fiscal Agency 

and Financial Advisory Authority (“AAFAF”), to submit on short notice a revised, proposed 

 2 The “Respondents” include: Arc American, Inc., the Ad Hoc Group of General Obligation Bondholders, U.S. 

Bank National Association in its Capacity as PREPA Bond Trustee, the Ad Hoc Group of PREPA Bondholders, 

Whitefish Energy Holdings, LLC, Scotiabank de Puerto Rico, Solus Alternative Asset Management LP, National 

Public Finance Guarantee Corporation, Ambac Assurance Corporation, Assured Guaranty Corp., Assured 

Guaranty Municipal Corp., Syncora Guarantee Inc., the Official Committee of Unsecured Creditors, Siemens 

Transportation Partnership Puerto Rico, S.E, and Knighthead Capital Management, LLC (collectively, the 

“Respondents”).

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

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financing on terms the Court observed it might favorably entertain under 11 U.S.C. § 364(c) for 

a $300 million unsecured, superpriority loan, which may be followed up subsequently with a 

larger loan, which may be collateralized if certain showings are made.

PLEASE TAKE FURTHER NOTICE THAT in compliance with the Court’s 

directive, on February 16, 2018 the Oversight Board and AAFAF (together, the “Movants”) filed 

Oversight Board’s and AAFAF’s Urgent Application and Notice of Revised Proposed $300 

Million Loan from Commonwealth to PREPA [ECF No. 722] (the “Urgent Joint Application”)

seeking entry of a revised proposed order approving a $300 million credit facility and granting 

the lender a superpriority administrative expense claim in accordance with a revised credit 

agreement.4 In connection with the Urgent Joint Application, Movants had a call with the 

Respondents at 11 a.m. (EST) Friday, February 16, 2018. During the call, Movants and 

Respondents discussed comments to the revised proposed order and revised credit agreement and 

resolved some, but not all Respondents’ concerns. Certain Respondents provided additional 

comments to Movants after the call.

PLEASE TAKE FURTHER NOTICE that in connection with the Urgent Joint 

Application, and having received and considered Respondents’ comments to the revised 

financing order and revised credit agreement, attached hereto as Exhibit A is a further revised 

proposed order (the “Revised Proposed Financing Order”). Attached hereto as Exhibit B is a 

redline of the Revised Proposed Financing Order to the form of order filed with the Urgent Joint 

Application [ECF No. 722-3]. Attached hereto as Exhibit C is a revised credit agreement (the 

“Revised Credit Agreement”). Attached hereto as Exhibit D is a redline of the Revised Credit 

Agreement to the form of credit agreement filed with the Urgent Joint Application. [ECF No. 

 4 Capitalized terms used but not otherwise defined herein shall have the same meaning given to them in the Urgent 

Joint Application.

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722-1]. Movants believe the Revised Proposed Financing Order and the Revised Credit 

Agreement are consistent with the terms of financing the Court indicated it was willing to 

entertain under 11 U.S.C. § 364(c).

PLEASE TAKE FURTHER NOTICE THAT in accordance with Order Granting 

Urgent Motion of Oversight Board and AAFAF to Schedule Resolution of Oversight Board and 

AAFAF’s Urgent Application and Notice of Revised Proposed $300 Million Loan from 

Commonwealth to PREPA [ECF No. 728], parties must file any responses or objections to the 

Revised Proposed Financing Order and the Revised Credit Agreement by Saturday, February 

17, 2018 at 6 p.m. (EST). 

Dated: February 16, 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)

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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

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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Exhibit A

Revised Financing Order

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Exhibit B

Redline of Revised Financing Order

To Proposed Financing Order [ECF No. 722; Ex. C]

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Exhibit C

Revised Credit Agreement

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Exhibit D

Redline of Revised Credit Agreement

To Credit Agreement [ECF No. 722; Ex. A]

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