confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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Execution version

KL2 2959335.2

[NEWYORK 3211034_12]

FIRST AMENDMENT TO EIGHTEENTH SUPPLEMENTAL AGREEMENT

THIS FIRST AMENDMENT TO EIGHTEENTH SUPPLEMENTAL 

AGREEMENT, dated for convenience of reference as of the 1st day of June, 2016, by and 

between

PUERTO RICO ELECTRIC POWER AUTHORITY,

a government instrumentality of the Commonwealth of Puerto Rico (formerly Puerto Rico Water 

Resources Authority), and 

U.S. BANK NATIONAL ASSOCIATION,

a national banking association existing under the laws of the United States of America and 

having an office in the Borough of Manhattan, City and State of New York, which is authorized 

under such laws to exercise corporate trust powers and is subject to examination by federal 

authority, successor Trustee under the Agreement hereinafter referred to (hereinafter sometimes 

called the “Trustee”),

W I T N E S S E T H:

WHEREAS, Puerto Rico Electric Power Authority (hereinafter sometimes called 

the “Authority”) and the Trustee have heretofore caused to be executed and delivered a Trust 

Agreement, dated as of January 1, 1974 (as amended from time to time, the “Agreement”), for 

the purpose of fixing and declaring the terms and conditions upon which revenue bonds are to be 

issued, authenticated, delivered, secured and accepted by all persons who shall from time to time 

be or become owners thereof, and in order to secure the payment of all the bonds at any time 

issued and outstanding thereunder, and the interest thereon, according to their tenor, purport and 

effect; and

WHEREAS, Section 1102 of the Agreement provides that the Authority and the 

Trustee may, from time to time, enter into such agreements supplemental thereto as shall be 

deemed necessary or desirable by the Authority for the purpose of modifying, altering, 

amending, adding to, repealing or rescinding, in any particular, any of the terms and conditions 

contained in the Agreement or in any supplemental agreement, with certain exceptions not here 

applicable, upon receipt of the written consent of the holders of not less than sixty percent (60%) 

in aggregate principal amount of the bonds then outstanding; and

WHEREAS, the Authority and the Trustee have heretofore executed an 

eighteenth supplemental agreement, dated as of March 1, 2016 (the “Eighteenth Supplemental 

Agreement”), to the Agreement, which Eighteenth Supplemental Agreement supplemented the 

Agreement so as to make provision for certain actions to be undertaken consistent with the 

Restructuring Support Agreement, and all annexes, schedules and exhibits thereto, dated as of 

January 27, 2016 (as amended, supplemented or otherwise modified from time to time in 

accordance with its terms, the “RSA”), by and among the Authority and the Supporting Creditors 

defined therein, and the Bond Purchase Agreement, and all annexes, schedules and exhibits 

thereto, dated as of January 27, 2016, by and among the Authority and the Purchasers defined 

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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KL2 2959335.2

[NEWYORK 3211034_12]

therein (as amended, supplemented or otherwise modified from time to time in accordance with 

its terms, the “BPA”); and

WHEREAS, the Eighteenth Supplemental Agreement provides that it may be 

amended and supplemented in accordance with the provisions of Article XI of the Agreement; 

and

WHEREAS, the Authority has determined that it is desirable to amend the 

Eighteenth Supplemental Agreement so as to make provision for certain additional actions to be 

undertaken consistent with the RSA and BPA; and 

WHEREAS, the Trustee has received an opinion of counsel that (a) the Authority 

has the right, power and authority to enter into this First Amendment to Eighteenth Supplemental 

Agreement, (b) this First Amendment to Eighteenth Supplemental Agreement is duly authorized, 

executed and delivered by the Authority, and is enforceable against the Authority in accordance 

with its terms, (c) this First Amendment to Eighteenth Supplemental Agreement complies with 

the provisions of the Agreement, and that it is proper for the Trustee to join in the execution 

hereof under the provisions of Article XI of the Agreement with the written consent of the 

holders of at least sixty percent (60%) in aggregate principal amount of the outstanding bonds, 

and (d) all of the conditions precedent to the execution and delivery by the Trustee of this First 

Amendment to Eighteenth Supplemental Agreement, including such consents, have been 

satisfied; and 

WHEREAS, the execution and delivery of this First Amendment to Eighteenth 

Supplemental Agreement have been duly authorized by the resolution of the Governing Board of 

the Authority, and the Authority has requested the Trustee to join with it in the execution of this 

First Amendment to Eighteenth Supplemental Agreement; and

WHEREAS, the notice and publication requirements of Section 1102 of the 

Agreement for this First Amendment to Eighteenth Supplemental Agreement have been 

satisfied; and

WHEREAS, the Authority has delivered to the Trustee written evidence of the 

consent of the holders or (without duplication) insurers of at least sixty percent (60%) in 

aggregate principal amount of the outstanding bonds in a form acceptable to the Trustee under 

Section 1001 of the Agreement; and

WHEREAS, all other acts, conditions and things required by the Puerto Rican 

Federal Relations Act and the Constitution and laws of the Commonwealth of Puerto Rico and 

by the rules and regulations of the Authority to happen, exist and be performed precedent to and 

in the execution and delivery of this First Amendment to Eighteenth Supplemental Agreement 

have happened, exist and have been performed as required, and the Authority has delivered to 

the Trustee a certificate dated the date of this First Amendment to Eighteenth Supplemental 

Agreement, representing the same; and

WHEREAS, the Trustee in reliance on the foregoing has accepted the trusts 

created by this First Amendment to Eighteenth Supplemental Agreement and in evidence thereof 

has joined in the execution hereof.

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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KL2 2959335.2

[NEWYORK 3211034_12]

NOW, THEREFORE, THIS FIRST AMENDMENT TO EIGHTEENTH 

SUPPLEMENTAL AGREEMENT WITNESSETH, that in consideration of the premises and of 

the existing rights and duties of the parties under the Agreement, it is mutually agreed and 

covenanted by and between the parties hereto, as follows:

1. The Eighteenth Supplemental Agreement is hereby amended and supplemented in 

the following respects:

A. The definition of the term “Series 2016 Bonds” in Section 1.A is hereby 

modified by adding “, as amended,” immediately after “March 15, 2016”. The definition of the 

term “Series 2016 Bonds” is further amended by (1) adding “(A)” immediately after the word 

“collectively” and immediately prior to the words “the Authority’s Power Revenue Bonds, Series 

2016A” and (2) adding the following language immediately after the word “BPA” and prior to 

the period: “and (B) any other bonds issued under this Agreement prior to January 1, 2017, 

which bonds are sold pursuant to a bond purchase agreement to which the Authority and each of 

the following persons is a party: (i) Assured Guaranty Corp., (ii) Assured Guaranty Municipal 

Corp., (iii) National Public Finance Guarantee Corporation and (iv) Participating Holders (as 

defined in the BPA), and/or affiliates of such Participating Holders, which collectively represent 

not less than two-thirds of the purchase commitments made by all Participating Holders under 

the BPA”.

B. Section 1 is hereby modified to add a new subsection K immediately after 

subsection J to read as follows: 

“K. Section 209 is hereby supplemented (1) by the addition of the 

following words “other than the Series 2016 Bonds” immediately after the words 

“refunding outstanding bonds of the Authority” in the parenthetical in the first paragraph 

of said Section 209, (2) by the addition of the words “or the Series 2016 Bonds” in the 

fifth paragraph of said Section 209 immediately after the words “; provided, however, 

that the certificate referred to in clause (c) below shall not be required to be delivered in 

connection with the issuance of the Series 2015A Bonds” and prior to the colon and (3) 

by the addition of the words “or the Series 2016 Bonds” in the third to last full paragraph 

immediately after the words “; provided, however, that such requirement shall not apply 

in connection with the issuance of the Series 2015A Bonds” and prior to the period.” 

C. Section 1.D is hereby amended and restated as follows:

“D. Section 302 is hereby amended by adding the following language at 

the end of the first sentence of said Section: “; provided, however, that the requirement 

for notice set forth in this Section 302 shall not apply to any redemption of the Series 

2016 Bonds or any portions thereof.”

D. Clause (ii) of Section 2 is hereby modified by deleting the language 

“Sections 1.C, 1.D and 1.J” and replacing it with “Sections 1.C, 1.D, 1.J and 1.K”

2. The modifications to the Agreement contained in this First Amendment to 

Eighteenth Supplemental Agreement shall remain in effect until the termination of the 

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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KL2 2959335.2

[NEWYORK 3211034_12]

Agreement. The Authority shall, and the Trustee shall be authorized to, notify all holders of 

bonds of the Amendment Termination Date and the basis therefor.

3. The Authority hereby agrees to provide the Trustee with a copy of any 

amendments, supplements or waivers to the RSA or BPA (each herein a “Modification”), 

promptly after the effectiveness of any such Modification, and the Trustee (i) shall not be 

deemed to have knowledge of any Modification (or the terms and provisions thereof) prior to the 

Trustee’s actual receipt of the same and (ii) may provide a copy thereof to any holder of bonds. It 

is understood by the Trustee that the Authority may redact information regarding individual 

holders (such as their identities, dollar amounts of holdings of bonds and purchase commitments) 

from any such Modification. 

4. Notwithstanding any provision of the Agreement to the contrary, the Escrow 

Agent, as defined in that certain escrow deposit agreement (the “Escrow Agreement”) by and 

among the Authority, the Purchasers and U.S. Bank National Association (solely in its capacity 

as escrow agent thereunder and not in its capacity as Trustee), is hereby designated a Paying 

Agent for purposes of the redemption provision added to the 2016A Bonds by virtue of the 

amendment thereto set forth below in this Section 4. In addition, there are hereby added to the 

2016A Bonds the following (A) sentence immediately after the words “which special fund is 

pledged to and charged with the payment of the principal of and the interest on the bonds”: “The 

2016A Bonds will be also be payable from and secured by an exclusive perfected lien on, and 

security interest in, all of the Authority’s right, title and interest in and to the Escrow Account (as 

defined in the Escrow Agreement hereinafter mentioned) and all moneys and other assets 

therein.” and (B) paragraph immediately after the paragraph reading “The 2016 Bonds shall not 

be subject to prior redemption except as provided herein and in the Agreement.”:

“The 2016A Bonds at the time outstanding shall be required to be redeemed in 

whole or in part from, and to the extent of, the balance of the moneys and other assets 

held to the credit of the Escrow Account (and, to the extent the balance in the Escrow 

Account is insufficient to effect a redemption in full of the 2016A Bonds, the Authority 

shall have the option to supplement the funds from the Escrow Account with any moneys 

of the Authority available to be used for such purpose under the Agreement) at such time 

as such redemption is required pursuant to that certain escrow deposit agreement (the 

“Escrow Agreement”) by and among the Authority, the Purchasers and U.S. Bank 

National Association (solely in its capacity as escrow agent thereunder and not in its 

capacity as Trustee, the “Escrow Agent”), including if the balance held to the credit of 

the Escrow Account is not transferred to the Trustee for further deposit to the 

Construction Fund by the specified date set forth in the Escrow Agreement, at a 

redemption price equal to the principal amount (or, if greater, the Accreted Value) thereof 

plus accrued interest to the date fixed for redemption (unless such interest is already 

included in the Accreted Value), without premium, pro rata (to the extent practicable) 

based on the respective Original Principal Amounts of the 2016A Bonds. The Escrow 

Agent is hereby designated a Paying Agent for purposes of any redemption required 

pursuant to this paragraph.”

The revised form of 2016A Bond, which incorporates the foregoing provision and certain related 

changes provided therein, is attached to this First Amendment to Eighteenth Supplemental 

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

confidential

Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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KL2 2959335.2

[NEWYORK 3211034_12]

Agreement as Exhibit A and shall replace the form of 2016A Bond previously approved by the 

Authority. In connection with the foregoing and contemporaneously with the execution of this 

First Amendment to Eighteenth Supplemental Agreement, the Authority shall execute and 

deliver to the Trustee for authentication new 2016A Bonds in the form of Exhibit A in 

replacement and substitution of the existing 2016A Bonds and upon the Trustee’s receipt and 

authentication of the replacement 2016A Bonds, it shall cancel the existing 2016A Bonds.

5. The recitals, statements and representations contained herein shall be taken and 

construed as made by and on the part of the Authority and not by the Trustee, and the Trustee 

assumes and shall be under no responsibility for the correctness of the same.

6. The Authority hereby acknowledges and agrees that (i) the Trustee is not a party 

to the RSA or the BPA, and (ii) this First Amendment to Eighteenth Supplemental Agreement 

shall not be understood to incorporate the RSA and BPA into the Agreement, and no 

Modification shall be deemed to be an amendment of the Agreement or this First Amendment to 

Eighteenth Supplemental Agreement for purposes of Article XI of the Agreement. 

7. This First Amendment to Eighteenth Supplemental Agreement may be amended 

and supplemented in accordance with the provisions of Article XI of the Agreement.

8. Except to the extent expressly modified herein, all terms and provisions of the 

Agreement shall remain in full force and effect.

9. This First Amendment to Eighteenth Supplemental Agreement may be executed 

in multiple counterparts, each of which shall be regarded for all purposes as an original, and such 

counterparts shall constitute but one and the same instrument. Delivery of any executed 

signature page of this First Amendment to Eighteenth Supplemental Agreement by facsimile or 

email transmission shall be effective as delivery of a manually executed counterpart hereof. 

[Signature page follows.]

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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James Wang

Rothschild

Apr 13, 2017 15:28

confidential

Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

306
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James Wang

Rothschild

Apr 13, 2017 15:28

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

307
confidential

James Wang

Rothschild

Apr 13, 2017 15:28

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James Wang

Rothschild

Apr 13, 2017 15:28

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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James Wang

Rothschild

Apr 13, 2017 15:28

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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KL2 2959335.2

[NEWYORK 3211034_12]

Exhibit A

[Form of 2016A Bond as revised by this First Amendment to Eighteenth Supplemental 

Agreement]

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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- 1 -

[FORM OF 2016A BOND]

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF 

THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO 

THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, 

OR PAYMENT, AND ANY BOND ISSUED IN CONNECTION THEREWITH IS 

REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS 

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY 

PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, 

PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY 

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, 

CEDE & CO., HAS AN INTEREST HEREIN.

$[_________]

No. R16A-_ 

UNITED STATES OF AMERICA

COMMONWEALTH OF PUERTO RICO

PUERTO RICO ELECTRIC POWER AUTHORITY

Power Revenue Bonds, Series 2016A

Interest Rate Maturity Date CUSIP No.

10% July 1, 2019 [_________]

Registered Owner: Cede & Co.

Original Principal Amount: ____________________________________________ Dollars

Puerto Rico Electric Power Authority, a body corporate and politic constituting a public 

corporation and governmental instrumentality of the Commonwealth of Puerto Rico (herein 

sometimes called the “Authority”), for value received, hereby promises to pay, solely from (i) 

the special fund provided therefor as hereinafter set forth, and (ii) the Escrow Account (as 

defined in the Escrow Agreement hereinafter mentioned) pursuant to the terms of the Escrow 

Agreement as provided therein and as hereinafter set forth, to the Registered Owner mentioned 

above or registered assigns or legal representative, on the Maturity Date set forth above (or 

earlier as hereinafter referred to), upon the presentation and surrender hereof at the corporate 

trust office of the Trustee (hereinafter mentioned), the Accreted Value (as hereinafter defined) 

hereof in any coin or currency of the United States of America which on the date of payment 

thereof is legal tender for the payment of public and private debts. 

From and after May 19, 2016, the date of this bond (and as further described in the next 

paragraph), interest on this bond will accrue on the Accreted Value of this bond at the Interest 

Rate set forth above, compounded semi-annually on January 1 and July 1 of each year, until 

payment of the Accreted Value hereof. Interest shall be computed on the basis of a 360-day year 

consisting of twelve 30-day months.

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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The Accreted Value means, as of any January 1 or July 1, the unpaid Original Principal 

Amount, plus the interest accrued on the Original Principal Amount and other Accreted Value of 

this bond, compounded semiannually on January 1 and July 1 of each year, subject to any 

reductions in Accreted Value resulting from redemption in accordance with the terms of this 

bond, and as of any other date, the sum of (a) the Accreted Value on the next preceding January 

1 or July 1 and (b) the product of (i) a fraction, the numerator of which is the number of days 

having elapsed from such next preceding January 1 or July 1 to the date of calculation, and the 

denominator of which is the number of days between such next preceding and next succeeding 

January 1 or July 1 and (ii) the difference between the Accreted Value on such next preceding 

and next succeeding January 1 or July 1 (excluding the effect on the Accreted Value of any

redemption that may take place on such next succeeding January 1 or July 1). If this bond is 

redeemed in part on an interest payment date pursuant to an Accreted Value Partial Redemption 

(as hereinafter defined) and such redemption payment is made to the Registered Owner, the 

Accreted Value of this bond outstanding immediately after the date of any such redemption in 

part shall equal the unpaid Original Principal Amount of this bond, and interest on this bond 

shall thereafter accrue on such unpaid Original Principal Amount as provided above in this 

paragraph and in the prior paragraph, compounded semiannually on January 1 and July 1 of each 

year, from the date of such redemption. References in this bond to the principal amount of 2016 

Bonds shall mean, as of any date, the unpaid Original Principal Amount of such 2016 Bonds or, 

if greater, the Accreted Value of such 2016 Bonds on such date, whether or not specifically 

stated. Tables 1 through 5 attached as Exhibit A hereto contain a non-exhaustive set of 

illustrative scenarios showing what the Accreted Value per $1 minimum authorized 

denomination of outstanding Original Principal Amount would be on the dates specified therein 

based on the amounts previously redeemed and the dates on which such redemptions occurred. 

The method of calculating the Accreted Value as of any date shall be consistent with the 

methodology illustrated on Exhibit A hereto.

This bond shall not be deemed to constitute a debt or obligation of the Commonwealth of 

Puerto Rico or any of its municipalities or other political subdivisions (other than the Authority), 

and neither the Commonwealth of Puerto Rico nor any such municipalities or other political 

subdivisions (other than the Authority) are liable for the payment of this bond or the interest 

hereon, but this bond shall be payable as to both principal and interest solely from (i) the special 

fund provided therefor as hereinafter set forth, and (ii) the Escrow Account as provided in the 

Escrow Agreement and as hereinafter set forth.

This bond is one of a duly authorized series of bonds known as “Puerto Rico Electric 

Power Authority Power Revenue Bonds, Series 2016A”, dated the date hereof, maturing on the 

1st day of July, 2019 (the “2016A Bonds”), and issued under the Agreement for the purpose of 

paying the cost of acquiring or constructing capital improvements to the electric power 

properties of the Authority (the electric power properties owned and operated by the Authority as 

a single integrated system, together with all improvements, renewals and replacements thereof 

and extensions and additions thereto financed or refinanced under the provisions of the 

Agreement being herein called the “System”). The Authority has also entered into a Bond 

Purchase Agreement, dated as of January 27, 2016 (as amended from time to time, the “Purchase 

Agreement”), with the purchasers party thereto (the “Purchasers”) in connection with the 

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

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James Wang

Rothschild

Apr 13, 2017 15:28

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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3 

issuance of the 2016A Bonds, a true and correct copy of which Purchase Agreement is attached 

to the Eighteenth Supplemental Agreement (as herein defined). 

The Purchase Agreement contemplates the issuance under and secured by the Agreement 

of Puerto Rico Electric Power Authority Power Revenue Bonds, Series 2016B, in the aggregate 

original principal amount of $55,210,625 (the “2016B Bonds”) upon the satisfaction 

simultaneously with or subsequent to the delivery of the 2016A Bonds of certain conditions set 

forth in the Purchase Agreement. The 2016A Bonds and the 2016B Bonds are herein called 

collectively the “2016 Bonds”. Capitalized terms used herein not otherwise defined have the 

meanings given to them in the Purchase Agreement or if not defined therein, then in the 

Agreement. 

All of the bonds are issued under and pursuant to a trust agreement, as amended (said 

agreement, together with all agreements supplemental thereto as therein permitted, including that 

certain Eighteenth Supplemental Agreement, dated as of March 1, 2016, as amended (the 

“Eighteenth Supplemental Agreement”), being herein called the “Agreement”), dated as of the 

1st day of January, 1974, by and between the Authority and U.S. Bank National Association, in 

the Borough of Manhattan, City and State of New York (said banking association and any bank 

or trust company becoming successor trustee under the Agreement being herein called the 

“Trustee”), an executed counterpart of which Agreement is on file at the corporate trust office of 

the Trustee. Reference is hereby made to the Agreement for the provisions, among others, with 

respect to the custody and application of the proceeds of bonds issued under the Agreement, the 

collection and disposition of revenues, the fund charged with and pledged to the payment of the 

interest on and the principal of the bonds, the nature and extent of the security, the terms and 

conditions on which the bonds of each series are or may be issued, the rights, duties and 

obligations of the Authority and of the Trustee and the rights of the holders of the bonds, and, by 

the acceptance of this bond, the holder hereof assents to all of the provisions of the Agreement.

The Agreement provides for the issuance, from time to time, under the conditions, 

limitations and restrictions therein set forth, of additional series of bonds (such bonds and the 

2016 Bonds being herein collectively called the “bonds”).

This bond is issued and the Agreement was made and entered into under and pursuant to 

the Puerto Rican Federal Relations Act and the Constitution and laws of the Commonwealth of 

Puerto Rico, including Act No. 83 of the Legislature of Puerto Rico, approved May 2, 1941, as 

amended, reenacted and supplemented (the “Authority Act”), and under and pursuant to 

resolutions duly adopted by the Authority.

The Agreement provides for the fixing, charging and collecting by the Authority of 

reasonable rates and charges for the use of the services and facilities furnished by the System 

sufficient to provide for the payment of the expenses of the Authority incurred in the repair, 

maintenance and operation of the System and for the payment of the principal of and the interest 

on the bonds as the same become due and payable, including reserves for such purposes. The 

Agreement provides for the creation of a special fund designated “Puerto Rico Electric Power 

Authority Power Revenue Bonds Interest and Sinking Fund” (herein called the “Sinking Fund”) 

and for the deposit to the credit of the Sinking Fund of a sufficient amount of the revenues of the 

System over and above such expenses of repair, maintenance and operation, to pay the principal 

of and the interest on all bonds (including the Accreted Value of the 2016 Bonds) issued under 

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

James Wang

Rothschild

Apr 13, 2017 15:28

confidential

Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

confidential

Clark Whitmore

Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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4 

the Agreement as the same become due and payable and to create a reserve for such purpose, 

which special fund is pledged to and charged with the payment of the principal of and the 

interest on the bonds. The 2016A Bonds will be also be payable from and secured by an 

exclusive perfected lien on, and security interest in, all of the Authority’s right, title and interest 

in and to the Escrow Account (as defined in the Escrow Agreement hereinafter mentioned) and 

all moneys and other assets therein. 

The 2016 Bonds are issuable as registered bonds without coupons in denominations of 

$1.00 and any integral multiple thereof. At the corporate trust office of the Trustee, in the 

manner and subject to the limitations and conditions provided in the Agreement and without cost 

except for any tax or other governmental charge, definitive bonds may be exchanged for an equal 

aggregate principal amount of bonds of the same series and maturity, of authorized 

denominations and bearing interest at the same rate.

The 2016 Bonds shall not be subject to prior redemption except as provided herein and in 

the Agreement.

The 2016A Bonds at the time outstanding shall be required to be redeemed in whole or in 

part from, and to the extent of, the balance of the moneys and other assets held to the credit of 

the Escrow Account (and, to the extent the balance in the Escrow Account is insufficient to 

effect a redemption in full of the 2016A Bonds, the Authority shall have the option to 

supplement the funds from the Escrow Account with any moneys of the Authority available to be 

used for such purpose under the Agreement) at such time as such redemption is required 

pursuant to that certain escrow deposit agreement (the “Escrow Agreement”) by and among the 

Authority, the Purchasers and U.S. Bank National Association (solely in its capacity as escrow 

agent thereunder and not in its capacity as Trustee, the “Escrow Agent”), including if the balance 

held to the credit of the Escrow Account is not transferred to the Trustee for further deposit to the 

Construction Fund by the specified date set forth in the Escrow Agreement, at a redemption price 

equal to the principal amount (or, if greater, the Accreted Value) thereof plus accrued interest to 

the date fixed for redemption (unless such interest is already included in the Accreted Value), 

without premium, pro rata (to the extent practicable) based on the respective Original Principal 

Amounts of the 2016A Bonds. The Escrow Agent is hereby designated a Paying Agent for 

purposes of any redemption required pursuant to this paragraph. 

The 2016 Bonds at the time outstanding shall be required to be redeemed in part on each 

January 1 and July 1, commencing July 1, 2016, in each case, in an amount equal to the 

difference between the Accreted Value as of such date as set forth in Table 1 and the unpaid 

Original Principal Amount of the 2016 Bonds as set forth in Table 1 contained in Exhibit A 

hereto (or if higher, the amount in which such 2016 Bonds are required to be redeemed on such 

January 1 or July pursuant to the following paragraph). 

In the event the 2016 Bonds are not redeemed on any January 1 or July 1 in the amounts 

set forth in Table 1 contained in Exhibit A hereto, the 2016 Bonds at the time outstanding shall 

be required to be redeemed in part on any subsequent January 1 or July 1 in an amount equal to 

the difference between the Accreted Value as of such date and the unpaid Original Principal 

Amount of such 2016 Bonds. Tables 2 – 5 of Exhibit A hereto contain a non-exhaustive set of 

illustrative examples setting forth the required redemption amounts on particular dates based on 

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Rothschild

Apr 13, 2017 15:28

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Rothschild

Apr 13, 2017 15:28

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Maslon Edelman Borman & Brand

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the amounts previously redeemed and the dates on which such redemptions occurred. The 

difference between the Accreted Value as of any date of redemption and the unpaid Original 

Principal Amount of such 2016 Bonds in respect of any such redemption in part shall be 

computed in the manner consistent with the method of computation of such difference as set 

forth in Tables 2 – 5. Any redemption pursuant to this paragraph or the preceding paragraph 

shall be referred to as an “Accreted Value Partial Redemption”.

Unless the 2016 Bonds have been previously economically defeased as provided in 

Section 6(c) of the Purchase Agreement, the 2016 Bonds at the time outstanding shall be 

redeemed in whole at a redemption price equal to the principal amount (or, if greater, the 

Accreted Value) thereof plus accrued interest to the date fixed for redemption (unless such 

interest is already included in the Accreted Value), without premium, not later than twenty-five 

(25) days after the effective date of the termination of the Restructuring Support Agreement 

(excluding, for purposes of such calculation, such effective date of termination) in accordance 

with its terms as to any Applicable Insurer or the Holders (as defined in the Restructuring 

Support Agreement) as a class. If the Restructuring Support Agreement shall be terminated as 

aforesaid prior to July 1, 2016, the redemption shall occur on the later of (i) July 1, 2016 and (ii) 

twenty-five (25) days after the termination of the Restructuring Support Agreement as aforesaid 

(excluding, for purposes of such calculation, such effective date of termination). Notice of 

redemption shall be given in the manner and subject to the terms and conditions of the 

Agreement. Notice of the termination of the Restructuring Support Agreement as aforesaid shall 

be given to the Trustee by the Authority within one (1) business day thereafter and may be given 

by any Applicable Insurer or any beneficial holder of 2016 Bonds, and the Trustee shall be 

obligated to give notice of redemption within two (2) business days following Trustee’s receipt 

of any such notice of termination. For purposes of determining whether the Restructuring 

Support Agreement has terminated as aforesaid, the Trustee shall be entitled to rely on a 

certification of any entity that it is an Applicable Insurer or a beneficial holder of 2016 bonds. 

The Authority hereby acknowledges and agrees that the Restructuring Support 

Agreement and the Purchase Agreement contain provisions related to the economic defeasance 

of the 2016 Bonds under certain circumstances. Nothing in this bond is intended to (a) limit the 

obligation of the Authority to the Purchasers in respect of the Restructuring Support Agreement 

or the Purchase Agreement or the rights of the Purchasers thereunder, or (b) make the Trustee a 

party to the Purchase Agreement or the Restructuring Support Agreement or require the Trustee 

to undertake any duties under the Purchase Agreement or Restructuring Support Agreement, and 

all rights of the Purchasers under the Restructuring Support Agreement and the Purchase 

Agreement are preserved and are not intended to be limited by this bond. 

If in accordance with the Restructuring Support Agreement and the Purchase Agreement 

(a) a holder of a 2016 Bond duly elects to exchange all or any portion of its 2016 Bond for 

Securitization Bonds and (b) the Authority fails to effect such exchange, then such holder shall 

have the right under this bond at any time thereafter to require the Authority upon 20 days’ prior 

written notice given to the Authority and the Trustee by such holder to have such 2016 Bond 

redeemed for cash, in whole or in part corresponding to the principal amount elected to be 

exchanged as specified in its notice, at a redemption price equal to the principal amount (or, if 

greater, the Accreted Value) thereof plus accrued interest to the date fixed for such redemption 

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Rothschild

Apr 13, 2017 15:28

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Rothschild

Apr 13, 2017 15:28

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Maslon Edelman Borman & Brand

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(unless such interest is already included in the Accreted Value), without premium. If pursuant to 

the Restructuring Support Agreement and the Purchase Agreement or any related agreement, the 

holder of a 2016 Bond exchanges such 2016 Bond or the Authority redeems such 2016 Bond, the 

2016 Bond so exchanged or redeemed shall be surrendered to the Trustee for cancellation and 

shall no longer be outstanding under the Agreement. If an offer shall not be made to the holders 

of Series 2016 Bonds to exchange the Series 2016 Bonds for Securitization Bonds in accordance 

with the terms and conditions set forth in Section 6 of the Purchase Agreement, then for purposes 

of satisfying the condition set forth in clause (a) above with respect to a holder’s right of 

redemption contained in this paragraph (and in Section 6(f) of the Purchase Agreement), each 

holder shall be deemed to have properly elected such exchange. The Accreted Value of this 

bond will be reduced by the Accreted Value of any portion of this bond redeemed pursuant to 

this paragraph or exchanged for Securitization Bonds pursuant to Section 6(f) of the Purchase 

Agreement.

The moneys in the Sinking Fund available for the purchase or redemption of bonds shall 

be allocated to all series of bonds outstanding under the Agreement in the manner provided in the 

Agreement.

If less than all of the bonds of any one maturity of a series shall be called for redemption, 

the particular bonds or portions of registered bonds without coupons to be redeemed from such 

series and maturity shall be selected by the Trustee as provided in the Agreement. 

On the date designated for redemption, notice having been given as provided in the 

Agreement (except as otherwise modified by the terms of this bond), which may be no notice if 

permitted by the Agreement, the bonds or portions thereof so called for redemption shall become 

and be due and payable at the redemption price provided for redemption of such bonds or such 

portions thereof on such date, and, if moneys for payment of the redemption price and the 

accrued interest are held by the Trustee, as provided in the Agreement, interest on such bonds or 

such portions thereof so called for redemption shall cease to accrue, such bonds or such portions 

thereof so called for redemption shall cease to be entitled to any benefit or security under the 

Agreement, and the registered owners thereof shall have no rights in respect of such bonds or 

such portions thereof so called for redemption except to receive payment of the redemption price 

thereof and the accrued interest so held by the Trustee. Notwithstanding the preceding sentence, 

unless and until any principal, redemption price or interest has been actually paid to the 

Registered Owner hereof, payment of the principal or redemption price of, or accrued interest on, 

this bond or any portion thereof shall not be deemed paid, interest shall not cease to accrue 

thereon, the rights of registered and beneficial owners hereof shall not be limited, and this bond 

(or the applicable portion thereof) shall continue to be entitled to all the benefits and security 

under the Agreement as if such payment had not been made. If a portion of this bond shall be 

called for redemption, a new bond or bonds of the same series and maturity in principal amount 

equal to the unredeemed portion of this bond will be issued to the registered owner upon the 

surrender thereof.

The owner of this bond shall have no right to enforce the provisions of the Agreement or 

to institute action to enforce the covenants therein, or to take any action with respect to any event 

of default under the Agreement, or to institute, appear in or defend any suit or other proceeding 

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Rothschild

Apr 13, 2017 15:28

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Rothschild

Apr 13, 2017 15:28

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Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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with respect thereto, except as provided in the Agreement; provided, that the owner of this bond 

shall have the right to enforce the Purchase Agreement.

In certain events, on the conditions, in the manner and with the effect set forth in the 

Agreement, the principal of all the bonds then outstanding under the Agreement may become or 

may be declared due and payable before the stated maturities thereof, together with the interest 

accrued thereon.

Modifications or alterations of the Agreement or of any agreement supplemental thereto 

may be made by the Authority and the Trustee only to the extent and in the circumstances 

permitted by the Agreement. 

The transfer of this bond is registrable by the registered owner thereof in person or by his 

attorney or legal representative at the principal office of the Trustee but only in the manner and 

subject to the limitations and conditions provided in the Agreement and upon surrender and 

cancellation of this bond. Upon any such registration of transfer the Authority shall execute and 

the Trustee shall authenticate and deliver in exchange for this bond a new definitive bond or 

bonds, registered in the name of the transferee, of authorized denominations, in aggregate 

principal amount equal to the principal amount of this bond, of the same series and maturity and 

bearing interest at the same rate.

As declared by the Authority Act, this bond, notwithstanding the provisions for 

registration of transfer stated herein and contained in the Agreement, shall at all times be, and 

shall be understood to be, a negotiable instrument for all purposes.

This bond is issued with the intent that the laws of the Commonwealth of Puerto Rico 

shall govern its construction. 

All acts, conditions and things required by the Puerto Rican Federal Relations Act and 

the Constitution and laws of the Commonwealth of Puerto Rico and the rules and regulations of 

the Authority to happen, exist and be performed precedent to and in the issuance of this bond and 

the execution of the Agreement have happened, exist and have been performed as so required.

This bond is issued pursuant to the Authority Act and is conclusively deemed to be valid 

and to have been issued in conformity with the provisions of the Authority Act. 

This bond shall not be valid or become obligatory for any purpose or be entitled to any 

benefit or security under the Agreement until it shall have been authenticated by the execution by 

the Trustee of the certificate of authentication endorsed hereon.

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Rothschild

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James Wang

Rothschild

Apr 13, 2017 15:28

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Maslon Edelman Borman & Brand

Aug 01, 2017 10:59

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IN WITNESS WHEREOF, Puerto Rico Electric Power Authority has caused this bond to 

bear the facsimile signatures of the Executive Director and the Secretary of the Authority, and a 

facsimile of its corporate seal to be imprinted hereon, all as of the 19th day of May, 2016. 

 PUERTO RICO ELECTRIC POWER AUTHORITY

 By: _______________________________________

 By: _______________________________________ 

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Rothschild

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Rothschild

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CERTIFICATE OF AUTHENTICATION

This is one of the bonds of the series designated therein and issued under the provisions 

of the within mentioned Agreement.

U.S. BANK NATIONAL ASSOCIATION,

successor trustee

By:

Authorized Officer

Date of Authentication: 

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Rothschild

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Rothschild

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[Form of Assignment]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 

_________________________ [Please Print or Typewrite Name and Address of Transferee] the 

within bond, and all rights thereunder, and hereby irrevocably constitutes and appoints 

_________________________ attorney to register the transfer of the within bond on the books 

kept for registration thereof, with full power of substitution in the premises. 

Dated: _______________ Signature: _________________________ 

NOTICE: The signature to this assignment must correspond with the name as it appears 

upon the face of the within bond in every particular, without alteration or enlargement or any 

change whatever.

Signature Guaranteed by*:_____________________, New York, New York 

*Such signature must be guaranteed by an “eligible guarantor institution” meeting the 

requirements of the Trustee, which requirements include membership or participation in STAMP 

or such other “signature guarantee program” as may be determined by the Trustee in addition to, 

or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as 

amended.

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Rothschild

Apr 13, 2017 15:28

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James Wang

Rothschild

Apr 13, 2017 15:28

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Maslon Edelman Borman & Brand

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- 11 -

Exhibit A

See tables 1 through 5 attached hereto

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Rothschild

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Rothschild

Apr 13, 2017 15:28

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Maslon Edelman Borman & Brand

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Maslon Edelman Borman & Brand

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Maslon Edelman Borman & Brand

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Maslon Edelman Borman & Brand

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