of providing fundsfor the retirementof bondsto the extent of the Authorization

Requirementstherefor at the end of any fiscal year, then the Authority shall

transferfrom any moneys held for the creditof the Self-insuranceFund to the

credit of the RedemptionAccount an amount sufficient to make up any such

deficiency; provided, however, that no such transfershall be made unless the

moneys then held for the creditof the BondServiceAccountare at least equalto

the maximum requirementtherefor under clause (a) of Section 507 of this

Agreement.

"If the Authority shall have determined that all or any portion of the

moneys held to the credit of the Self-insuranceFundis no longer needed for the

purposes specified in the second preceding paragraph, the Authority may

withdraw an amount equal to such portion from the Self-insurance Fund and

transfer such amount to the credit of the Bond Service Account; provided,

however, that no such transfershallbe madepriorto the time that the Consulting

Engineersshall have approvedsuch transferin writing.

"Section 512B. Moneys held for the credit of the CapitalImprovement

Fundshall be disbursedin the mannerprovidedby Section402 of this Agreement

only for paying the cost of anticipated extensions and Improvements of the

System the cost of which has not otherwise beenprovided for from the proceeds

of bondsissued underthe provisionsof this Agreement.

"If at any time moneys held for the credit of the Bond Service Account

and the Reserve Account (including moneys transferred from the Reserve

MaintenanceFund or the Self-insuranceFund to the credit of the Bond Service

Account pursuantto the provisionsof the first sentence of the second paragraph

of Sections 512 and 512A of this Agreement, respectively) shall be insufficient

for the purpose of paying the interest on all bonds and the principal of all serial

bondsassuch interest and principalbecomes due andpayable, then the Authority

shall transferfrom any moneys held for the credit of the CapitalImprovement

Fund to the credit of the BondServiceAccount an amountsufficient to make up

such deficiency. If at any time moneys held for the credit of the Redemption

Account and the Reserve Account(includingmoneystransferredfrom the Reserve

MaintenanceFund or the Self-insuranceFund to the credit of the Redemption

Account pursuant to the provisions of the second sentence of the second

paragraphof Sections 512 and 512A of this Agreement, respectively) shall be

insufficientfor the purpose of providingfundsfor the retirementof bonds to the

extent of the AuthorizationRequirementstherefor at the end of any fiscal year,

then the Authority shall transfer from any moneys held for the credit of the

CapitalImprovementFund to the credit of the RedemptionAccount an amount

sufficient to make up any such deficiency; provided, however, that no such

transfer shall be made unless the moneys then held for the credit of the Bond

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Service Account are at least equal to the maximumrequirementtherefor under

clause (a) of Section 507 of this Agreement."

J. The second paragraph of Section 602 of the Agreement is hereby

supplementedby deleting the word "and" immediately after the words "Construction Fund" and

inserting instead a comma and adding the phrase "and the Self-insurance Fund" immediately

after the words "Reserve Maintenance Fund."

K. The penultimate paragraph of Section 706 is hereby revised by inserting

a comma immediately after the words "Section 512 of this Agreement" in the last sentence of

said paragraph" and adding immediately after such comma the phrase "depositedduring the

ensuing fiscal year to the credit of the Self-insuranceFund for the purposes set forth in Section

512A of this Agreement, if any, and deposited during the ensuing fiscal year to the credit of the

Capital Improvement Fund for the purposes set forth in Section 512B of this Agreement'.

L. The last sentence of the penultimate paragraph of Section 707 of the

Agreement is hereby supplementedby inserting a comma immediately after the phrase _available

for such purpose" and adding immediately after such comma the phrase "including any moneys

held for the credit of the Self-insurance Fund."

2. The recitals, statements and representationscontained hereinshall 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.

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3. This Tenth Supplemental Agreement may be amended and supplemented

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

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

Tenth Supplemental Agreement to be executed by its Executive Director and its corporate seal

to be impressed hereon and attested by its Secretary or an Assistant Secretary, and State Street

Bank and Trust Company, N.A., has caused this Tenth Supplemental Agreement to be executed

in its behalf by one of its Assistant Vice Presidents and its corporate seal to be impressed hereon

and attested by one of its Trust Officers, all as of the day and year first above written.

__-_?_- _¢ ,., PUERTO RI_ ELECTRIC_ POWER AUTHORITY

By"

i"__-'_'_i._., t.<.<-'.._ E ecutive Director

.-a.-.";_ '.._- ",'>-- _ ._ -"

"_,,_,_"_--'Dd_+_..

_ _ ..!':-._."r'._+ .... c-

_TE STREET BANK AND

TRUST COMPANY, N.A.,

as successor Trustee

By:___-_

/9_r[t Vice President

Attest: V

Trust Officer

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COMMONWEALTH OF PUERTO RICO )

) SS.:

MUNICIPALrI'Y OF SAN JUAN )

/_ . On the ,_< day of/_,7,._ , in the year before me personally came

19"r3"-,

_p,e L A_._dea) , to me known, who, being by me duly sworn, did depose and say that he

resid-_ Fn _-e Municipality of _+7 ") _ , Puerto Rice; that he is the Executive Director of

Puerto Rice Electric Power Authority, the body corporate described in and which executed the

above instrument; that he knows the seal thereoffi.th_t the sea/affixed to said instrument is the

cerporate seal of Puerto Rice Electric Power/Autho_y; that it was so affixed by order of the

Governing Board of Puerto Rice Electric Po_ _ signed his name thereto

by like order. _'/_;/_/

My commission

(SEAL)

STATE OF NEW YORK )

) SS. :

cotrrcrYoF Yo )

Juu[9_e:,, :,_u. "_.J,_ day of _f_tO4: , in the year 19 _', before me personally

came h_i_ntVi_aPrezide,t , to me known, who, being by me duly sworn, did

depose and say that he resides at T:-(_L/_9/d, ")'7 _ . ; that he is an Assistant

Vice President of State Street Bank and Trust dg_'npany, N.A., the banking corporation

described in and which executed the above instrument; that he knows the seal of said

corporation; that the seal affixed to said instrument is the corporate seal of said corporation; that

it was so affixed by authority of Board of Directors of said cerporation; and that he signed his

name thereto by like authority. .:..-: i-:_i_:_<,,:-.:

Cd j .........

• ,-:4:;_;_.;_.._/_?'rA:,_-._..;'"-.

._ _ _,;y:._,_::::!::_'i;,,_:;ty_. _i_:

"'_=:::.... "" _%_"_-_:..,£!ii:;,,,

NOTARY PUBLIC / ,---_-_-.,ii.2,1._',:;_:_;:;_;i::_(_-_ >_

PATRICIA C. TAMII_OL ? ;.::,!;:',_-'_':_:/"_;_'i'.,:'L:_"J.

of New York ....,,+. _,-<:_,:_._,.-.-_,,_. --

My commission expires: Notary Public, State _='- "' "_"_ : ':"_ : !' '; "

Qualified in Kings County % _:;;':">_:_i_t"6111:,

Certificate Filed in New York County ,':-_,<C.._:_._-,:-

.Commission Expires January 31, 1996

(SEAL)

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(50)

CERTIFICATE AS TO ELEVENTH SUPPLEMENTAL AGREEMENT

I, HEYDSHA M. ECKERT DE COLON, Secretary of Puerto Rico Electric Power

Authority (the "Authority"), DO HEREBY CERTIFY that attached hereto is a true and correct

copy of the Eleventh Supplemental Agreement, dated as of April 1, 1999, which is substantially

the same as the Supplemental Agreement which was presented at the meeting of the Authority

duly called and held on March 24, 1998, and which was approved by the Authority by resolution

duly adopted at said meeting.

WITNESS my hand this 64_ day of April, 1999.

Puerto Rico Electric Power Authority

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ELEVENTH SUPPLEMENTAL AGREEMENT

THIS ELEVENTH SUPPLEMENTAL AGREEMENT, dated for convenience of

reference as of the 1st day of April, 1999, by and between

PUERTO RICO ELECTRIC POWER AUTHORITY,

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

Resources Authority), and

STATE STREET BANK AND TRUST COMPANY, N.A.,

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

having its principal 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"),

WITNESSETH:

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 (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 Trust 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 has determined that it is desirable to supplement the

Agreement so as to make provisions for the creation of a Subordinate Obligations Fund, modify

the required deposits to the Sinking Fund and the Rescue Maintenance Fund and required, and to

expand the permitted investments for moneys to the credit of the Self-insurance Fund; and

WHEREAS, Section 1104 of the Agreement authorizes the Trustee, in

determining whether any proposed supplemental agreement is desirable, to take into

consideration the purposes of such instrument, the needs of the Authority, the rights and interests

of the bondholders and the rights, obligations and interests of the Trustee; and

WHEREAS, the Trustee has received an opinion of counsel that this Eleventh

Supplemental Agreement complies with the provisions of the Agreement, and that it is proper for

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the Trustee to join in the execution hereof under the provisions of Article XI of the Agreement;

and

WHEREAS, the execution and delivery of this Eleventh 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 Eleventh Supplemental

Agreement; and

WHEREAS, the Trustee has caused notice of the proposed execution of this

Eleventh Supplemental Agreement to be published and mailed as required by the Agreement,

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

bonds have specifically consented in writing to and approved the execution hereof; and

WHEREAS, 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 by the

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

execution and delivery of this Eleventh Supplemental Agreement have happened, exist and have

been performed as required; and

WHEREAS, the Trustee has accepted the trusts created by this Eleventh

Supplemental Agreement and in evidence thereof has joined in the execution hereof;

NOW, THEREFORE, THIS ELEVENTH SUPPLEMENTAL AGREEMENT

WITNESSETH, that in consideration of the premises and of the acceptance by the Trustee of the

trusts created hereby and by the Agreement, and also for and in consideration of the sum of One

Dollar to the Authority in hand paid by the Trustee at or before the execution and delivery of this

Eleventh Supplemental Agreement, receipt of which is hereby acknowledged, it is mutually

agreed and covenanted by and between the parties hereto, as follows:

1. The Agreement is hereby amended and supplemented in the following respects:

A. Section 101 is hereby supplemented by the addition of the following

definition before the definition of "Amortization Requirement":

"The term "Amortization Accrual' shall mean for any period the amount of an

Amortization Requirement that would accrue during such period if such

Requirement accrued ratably on the basis of a year consisting of twelve (12)

thirty-day months. Unless otherwise provided by resolution of the Authority or

an agreement supplemental hereto, the monthly accrual in respect of an

Amortization Requirement for a term bond shall commence on the first day of

each month in the fiscal year for which such Requirement has been established

and shall end on the first day of the month succeeding the relevant Deposit Day."

B. In Section 101, the definition of Current Expenses is hereby revised by

deleting the word "and" after the phrase "the Self-insurance Fund", inserting in its place a

comma and inserting before the period the phrase "and the Subordinate Obligation Fund".

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C. Section 101 is hereby supplemented by the addition of the following

definition before the definition of "Executive Director":

"The term "Deposit Day' shall mean the date specified in the first paragraph of

Section 507 of this Agreement as the date by which all of the moneys then held to

the credit of the Revenue Fund shall be withdrawn by the Treasurer and deposited

in the manner set forth in said Section."

D. Section 101 is hereby supplemented by the addition of the following

definitions before the definition of "Investment Obligations":

"The term "Independent Consultant' shall mean the consultant or consulting firm

or corporation at the time employed by the Authority under the provisions of

Section 706 of this Agreement to perform and carry out the duties of the

Independent Consultant by this Agreement."

"The term "Interest Accrual' shall mean for any period the amount of interest that

would accrue during such period if such interest accrued ratably on the basis of a

year consisting of twelve (12) thirty-day months. Unless otherwise provided by

resolution of the Authority or an agreement supplemental hereto, the monthly

accrual in respect of interest on the bonds shall commence on the later to occur of

the date of issue of the bonds of such Series and the date that is six months prior

to the due date of such interest and shall end on the first day of the month

following the relevant Deposit Day. In the case of Variable Rate Bonds, the

amount deposited shall be based on the sum of the interest accrued through the

business day preceding the relevant Deposit Day and the interest (calculated at the

maximum rate of interest on such Bonds, or if there is no such maximum rate,

then at the rate on such Bonds on the business day preceding the Deposit Day plus

one percent (1%)) that would accrue on such Bonds from the Deposit Day to the

later to occur of the first day of the next calendar month and any interest payment

date on such Bonds occurring prior to the next Deposit Day."

E. Section 101 is hereby supplemented by the addition of the following

definition before the definition of "Principal and Interest Requirements":

"The term "Principal Accrual' shall mean for any period the amount of principal

that would accrue during such period if such principal accrued ratably on the basis

of a year consisting of twelve (12) thirty-day months. Unless otherwise provided

by resolution of the Authority or an agreement supplemental hereto, the monthly

accrual in respect of the principal of serial bonds shall commence on the first day

of the twelfth month preceding the due date of such principal and shall end on the

first day of the month succeeding the relevant Deposit Day."

F. In Section 101 the definition of Revenues is hereby revised by adding a

comma after the words "the Capital Improvement Fund" and inserting after such comma the

following: "the Subordinate Obligations Fund to the extent such income has been derived from

the investment of moneys in such Fund to be used to pay Subordinate Obligations incurred to

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pay the cost of any work or properties which have not been included by the Authority as part of

the System as provided in Section 516 hereof."

G. Section 101 is hereby supplemented by the addition of the following

definitions before the definition of "System":

"The term "Subordinate Obligations' shall mean any obligations of the Authority

incurred as provided in Section 516 of this Agreement."

"The term 'Subordinate Obligations Fund' shall mean the Puerto Rico Electric

Power Authority Subordinate Obligations Fund, a special fund created and

designated by Section 507 of this Agreement."

H. In Section 101 the definition of System is hereby revised by inserting the

following before the period: "or from Subordinate Obligations to the extent such works and

properties have been included by the Authority as part of the System as provided in Section 516

hereof."

I. Section 507 is hereby supplemented by the addition of the following

sentence immediately after the fourth sentence of the first paragraph of said Section:

"Another special fund is hereby created and designated "Puerto Rico Electric

Power Authority Subordinate Obligations Fund" (herein some times called the

"Subordinate Obligations Fund").

J. Paragraphs (a), (b) and (d) of Section 507 are hereby changed to read as

follows:

"(a) to the credit of the Bond Service Account, such amount thereof (or the entire

sum so withdrawn if less than the required amount) as may be required to make the total

amount then to the credit of the Bond Service Account equal to the sum of

(i) the Interest Accrual on all the outstanding bonds to and

including the first day of the next calendar month, and

(ii) the Principal Accrual on the outstanding serial bonds to and

including the first day of the next calendar month;"

"(b) to the credit of the Redemption Account, such amount, if any, of any balance

remaining after making the deposit under clause (a) above (or the entire balance if less

than the required amount) as may be required to make the amount then to the credit of the

Redemption Account equal to the Amortization Accrual to and including the first day of

the next calendar month;"

"(d) to the credit of the Reserve Maintenance Fund, such amount, if any, of any

balance remaining after making the deposits under clauses (a), (b) and (c) above (or the

entire balance if less than the required amount) as may be recommended by the

Consulting Engineers, as provided by Section 706 of this Agreement, to be deposited to

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the credit of said Fund during such month; provided, however, that if the amount so

deposited to the credit of said Fund in any month shall be less than the amount

recommended by the Consulting Engineers, the requirement therefor shall nonetheless be

cumulative and the amount of any such deficiency in any month shall be added to the

amount otherwise required to be deposited in each month thereafter until such time as

such deficiency shall have been made up, unless such requirement shall have been

modified by the Consulting Engineers in writing, a signed copy of such modification to

be filed with the Authority; and provided further, however, that in the event that the

Authority shall so covenant in respect of any Subordinate Obligation, as authorized by

Section 516 of this Agreement, the deposit required by this clause (d) in any month shall

be equal to the least of

(i) the amount described above in this clause (d),

(ii) the amount of $400,000, and

(iii) an amount that when added to the amount then held to the credit of the

Reserve Maintenance Fund shall make the total amount to the credit of

said Fund equal to $10,000,000;"

K. Section 507 is hereby further supplemented by redesignating paragraphs

(e) and (f) as paragraphs (g) and (h) and inserting the following paragraphs after paragraph (d) to

read as follows:

"(e) to the credit of one or more special accounts in the Subordinate Obligations

Fund, such amount, if any, of any balance remaining after making the deposits

under clauses (a), (b), (c) and (d) above (or the entire balance if less than the

required amount) that together with funds then held to the credit of the

Subordinate Obligations Fund will make the total amount then to the credit

thereof equal to any amounts required to be paid or accrued with respect to any

Subordinate Obligations prior to the Deposit Day of the next succeeding month

from or to the Subordinate Obligations Fund;"

"(f) in the event the Authority shall have covenanted pursuant to Section 516

with respect to Subordinate Obligations to limit its deposit to the Reserve

Maintenance Fund in accordance with the provisions of the second proviso of

clause (d) above and in fact the deposit to said Fund pursuant to clause (d) was

limited to the amount described in subclause (ii) or (iii), to the credit of the

Reserve Maintenance Fund, such amount, if any, of any balance remaining after

making the deposits under clauses (a), (b), (c), (d) and (e) above (or the entire

balance if less than the required amount) as may be required to make the total

amount deposited to the credit of the Reserve Maintenance Fund in such month

equal to the amount described in subclause (i) of clause (d) above;"

L. The last sentence of the second paragraph of Section 507 is hereby revised

to read as follows:

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"After the outstanding 1947 Indenture Bonds have been paid or provision has

been made for their payment and the release of the 1947 Indenture, any balance

remaining after making the deposits under clauses (a) through (h) above may be

used for any lawful purpose of the Authority."

M. In the last paragraph of Section 507 there are hereby added the following

sentences immediately before Section 508:

"The moneys in each account in the Subordinate Obligations Fund shall be held

by the Authority (or a Depositary) in trust, separate and apart from all other funds

of the Authority, and shall be applied as hereinafter provided with respect to such

Fund and, pending such application, shall be subject to a lien and charge in favor

of the holders of the Subordinate Obligations incurred in the manner provided

under this Agreement and for the further security of such holders until paid out or

transferred as herein provided. The Authority (or such Depositary) may establish

one or more accounts within the Subordinate Obligations Fund corresponding to

the source of moneys or particular Subordinate Obligations for each deposit made

into said Fund so that the Authority (and such Depositary) may ascertain the

source and date of deposit of the moneys in each such account."

N. The following Section shall be added immediately after Section 515:

"Section 516. Application of Moneys in Subordinate Obligations

Fund. (a) Moneys held for the credit of the Subordinate Obligations Fund shall be paid

out or pledged by the Authority as necessary to enable the Authority to meet its

Subordinate Obligations. Subordinate Obligations may be incurred or issued by the

Authority for any proper corporate purpose of the Authority.

"(b) The Authority shall have the fight to covenant with the holders from time to

time of any Subordinate Obligations issued or incurred by the Authority to limit the

deposits to the Reserve Maintenance Fund as authorized by Section 507(d) and to add to

the conditions, limitations and restrictions under which bonds may be issued under the

provisions of Sections 208, 209 and 210 hereof.

"(c) Any such Subordinate Obligations shall be payable out of and may be

secured by a pledge of (i) such amounts in the Subordinate Obligations Fund as may from

time to time be available therefor, and (ii) any other funds of the Authority that may be

available for such purpose, provided that any such payment or pledge made pursuant to

clause (i) of this sentence shall be, and shall be expressed to be, subordinate and junior in

all respects to the lien and charge of the bonds secured hereby upon the Revenues.

"(d) Before incurring any Subordinate Obligations the proceeds of which shall

finance in whole or in part the acquisition or construction of any works or properties by

the Authority in connection with the production, distribution or sale of electric energy,

the Authority shall adopt a resolution specifying whether or not such works or properties

are to be included as part of the System.

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"(e) The resolution, indenture or other instrument securing each issue of

Subordinate Obligations shall contain provisions (which shall be binding on all holders of

such Subordinate Obligations) not more favorable to the holders of such Subordinate

Obligations than the following:

(1) In the event of any insolvency or bankruptcy proceedings,

and any receivership, liquidation, reorganization or their similar proceedings in

connection therewith, relative to the Authority or to its creditors, as such, or to its

property, and in the event of any proceedings for voluntary liquidation,

dissolution or other winding up of the Authority, whether or not involving

insolvency or bankruptcy, the owners of all bonds then outstanding shall be

entitled to receive payment in full of all principal and interest due on all such

bonds in accordance with the provisions of this Agreement before the holders of

the Subordinate Obligations are entitled to receive any payment from the funds

pledged to the bonds on account of principal (and premium, if any) or interest

upon the Subordinate Obligations.

(2) In the event that any Subordinate Obligation is declared

due and payable before its expressed maturity because of the occurrence of an

event of default (under circumstances when the provisions of (1) above shall not

be applicable), the owners of all bonds outstanding at the time such Subordinate

Obligation becomes due and payable because of the occurrence of such an event

of default shall be entitled to receive payment in full of all principal of and

interest on all such bonds then due and payable before the holder of such

Subordinate Obligation is entitled to receive any accelerated payment from the

Revenues and other moneys pledged to the bonds under this Agreement of

principal (and premium, if any) or interest upon such Subordinate Obligation.

(3) If any event of default specified in Section 802 hereof with

respect to the bonds shall have occurred and be continuing (under circumstances

when the provisions of (1) above shall not be applicable), the owners of all bonds

then outstanding shall be entitled to receive payment in full of all principal of and

interest on all such bonds as the same become due and payable before the holders

of the Subordinate Obligations are entitled to receive, subject to the provisions of

(5) below, any payment from the Revenues or other moneys pledged to the bonds

under this Agreement of principal (and premium, if any) or interest upon the

Subordinate Obligations.

(4) No owner of a bond shall be prejudiced in this fight to

enforce subordination of the Subordinate Obligations by any act or failure to act

on the part of the Authority.

(5) The Subordinate Obligations may provide that the

provisions of(l), (2), (3) and (4) above are solely for the purpose of defining the

relative rights of the owners of the bonds on the one hand, and the holders of

Subordinate Obligations on the other hand, and that nothing therein shall impair,

as between the Authority and the holders of the Subordinate Obligations, the

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Exhibit A5 Page 12 of 50
obligation of the Authority, which is unconditional and absolute, to pay to the

holders thereof the principal thereof and premium, if any, and interest thereon in

accordance with their terms, nor shall anything therein prevent the holders of the

Subordinate Obligations from exercising all remedies otherwise permitted by

applicable law or thereunder upon default thereunder, subject to the rights under

(1), (2), (3) and (4) above of the owners of bonds to receive cash, property or

securities from the funds pledged to the bonds under this Agreement otherwise

payable or deliverable to the holders of the Subordinate Obligations; and the

Subordinate Obligations may provide that, insofar as a trustee or paying agent for

such Subordinate Obligations is concerned, the foregoing provisions shall not

prevent the application by such trustee or paying agent of any moneys deposited

with such trustee or paying agent for the purpose of the payment of or on account

of the principal (and premium, if any) and interest on such Subordinate

Obligations if such trustee or paying agent did not have knowledge at the time of

such application that such payment was prohibited by the foregoing provisions.

(6) Any issue of Subordinate Obligations may have such rank

or priority with respect to any other issue of Subordinate Obligations as may be

provided in the resolution, trust agreement or other instrument securing such issue

of Subordinate Obligations and may contain such other provisions as are not in

conflict with the provisions of this Agreement.

(7) Neither the Trustee nor any Depositary shall be deemed to

owe any fiduciary duty to the holders of Subordinate Obligations and shall not be

liable to such holders if it shall mistakenly pay over or transfer to owners of

bonds, the Authority or any other person, moneys to which any holders of

Subordinate Obligations shall be entitled by virtue of this Section 516 or

otherwise, provided, however, that neither the Trustee nor any Depositary then

holding the Subordinate Obligations Fund shall be relieved from liability for its

own negligent action, its own negligent failure to act, or its own willful

misconduct. Notwithstanding any of the provisions of this Section 516 or any

other provision of this Agreement, neither the Trustee nor any such Depositary

shall at any time be charged with knowledge of the existence of any facts that

would prohibit the making of any payment of moneys to or by the Trustee or any

such Depositary in respect of Subordinate Obligations or of any default in the

payment of the principal of or premium, if any, or interest on any Subordinate

Obligations, unless and until the Trustee or such Depositary shall have received

written notice thereof from the Authority or the holders of a majority in principal

amount of any class or category of any Subordinate Obligations or from any

trustee or other fiduciary therefor and any financial institution that provides credit

or security for any Subordinate Obligations."

O. The following four paragraphs are hereby added immediately before the last

paragraph of Section 602 of the Agreement to read as follows:

"No_,ithstanding any provision of this Section to the contrary, moneys to the

credit of the Self-insurance Fund may also be invested by the Authority in any

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Exhibit A5 Page 13 of 50
investments authorized by from Act. No. 447 of the Legislature of Puerto Rico,

approved May 15, 1951, as amended from time to time (codified as Title 3,

Chapter 33, Section 779, Laws of Puerto Rico Annotated), for the Retirement

System of the Employees of the Government for Puerto Rico and its

Instrumentalities; provided, however, that the Authority shall invest not less than

the lesser of $25,000,000 and the entire balance to the credit of such Fund in

Investment Obligations with an average weighted maturity of not in excess of

three years.

"Prior to investing any moneys held for the credit of the Self-insurance Fund in

other Investment Obligations, the Authority shall require an Independent

Consultant retained pursuant to the provisions of Section 706 to present a report

described in said Section 706 recommending what portion of moneys held for the

credit of the Self-insurance Fund the Authority shall maintain invested in

Investment Obligations. Should the Self-insurance Fund be held by the Trustee

on behalf of the Authority, a copy of such report will be furnished to the Trustee.

"Prior to investing any moneys held for the credit of the Self-insurance Fund in

other than Investment Obligations, the Authority shall, after duly considering the

report it shall have received pursuant to the foregoing paragraph, formally adopt,

subject to the consent of Government Development Bank for Puerto Rico, and

maintain an investment policy first determining, subject to the limitation

prescribed by the second preceding paragraph, the minimum portion of the

moneys held for the credit of the Self-insurance Fund to remain invested in

Investment Obligations and then setting forth prudent investment principles,

considerations and goals, including, without limitation, liquidity, diversification

of assets, safety and rate or rates of return, that will govern the investment

strategies and goals for the balance of the moneys held for the credit of the Selfinsurance Fund. The Authority agrees to advise the Trustee in writing of those

investments other than Investment Obligations that are authorized by said

investment policy.

"The Board shall receive at each regular meeting a detailed report from its

Treasurer of the current portfolio of Investment Obligations, other securities and

other moneys held to the credit of the Self-insurance Fund."

P. The following paragraphs are hereby added to Section 706 of the Agreement

immediately preceding Section 707 to read as follows:

"The Authority covenants and agrees that so long as any bonds are outstanding

under this Agreement, it will, for the purpose of carrying out the duties imposed

on the Independent Consultant by this Agreement, employ one or more

independent firms having a wide and favorable repute in the United States for

expertise in risk management and other insurance matters related to the

construction and operation of electric systems. Except for fees and expenses

incurred under the provisions of Section 403 of this Agreement, the cost of

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Exhibit A5 Page 14 of 50
employing such Independent Consultant shall be treated as part of the cost of

operation and maintenance of the System.

"It shall be the duty of the Independent Consultant to prepare and file with the

Authority and the Trustee at least biennially, on or before the first day of

November, beginning November 1, 1999, a report setting forth its

recommendations, based on a review of the insurance then maintained by the

Authority in accordance with Section 707 of this Agreement and the status of the

Self-insurance Fund, of any changes in coverage, including its recommendations

of policy limits and deductibles and self-insurance, and investment strategies for

the Self-insurance Fund."

2. 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.

3. This Eleventh Supplemental Agreement may be amended and supplemented in

accordance with the provisions of Article XI of the Agreement.

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

Eleventh Supplemental Agreement to be executed by its Executive Director and its corporate

seal to be impressed hereon and attested by its Secretary or an Assistant Secretary, and State

Street Bank and Trust Company, N.A., has caused this Eleventh Supplemental Agreement to be

executed in its behalf by one of its Vice Presidents and its corporate seal to be impressed hereon

and attested by one of its Trust Officers, all as of the day and year first above written.

, r!?"(ii"_ i

'_ " /S "b

.,._//,:, .._ ..:-.:.,.)_.- . PUERTO RICO ELECTRIC POWER AUTHORITY

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-:--' \_ ,b. z',_-,?:"::,.: ..... .*,_/.l',...,4.

"::-\_(_';-':,.,_i:::it :.._" _.-b Executive Director

'_.'_.. _'-:::'.__.:_: .i /i_;

t Secretary

STATE STREET BANK AND

TRUST COMPANY, N.A.,

as successor Trustee

,,, _-:,'"°.",.o ,'! _-'2/'_._e_residtt

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Exhibit A5 Page 16 of 50
IN WITNESS WHEREOF, Puerto Rico Electric Power Authority has caused this

Eleventh Supplemental Agreement to be executed by its Executive Director and its corporate

seal to be impressed hereon and attested by its Secretary or an Assistant Secretary, and State

Street Bank and Trust Company, N.A., has caused this Eleventh Supplemental Agreement to be

executed in its behalf by one of its Vice Presidents and its corporate seal to be impressed hereon

and attested by one of its Trust Officers, all as of the day and year first above written.

PUERTO RICO ELECTRIC POWER AUTHORITY

(SEAL)

By:

Executive Director

Attest:

Secretary

STATE STREET BANK AND

TRUST COMPANY, N.A.,

.........,.'_...... .._'...' as successor Trustee

•__,,¢.,,',Attestr_:'_.,-, >

Trust Officer

225234_

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216

Case:17-03283-LTS Doc#:4055-5 Filed:10/17/18 Entered:10/17/18 14:35:05 Desc:

Exhibit A5 Page 17 of 50
COMMONWEALTH OF PUERTO R/CO )

) SS."

MUNICIPALITYOF SANJUAN )

_sid/_ _ 0nthe _/_ dayof_." ,intheyear1999, beforemepersonallycame

_., to m.e.'-kno._o, being by me duly sworn, did depose and say

that he

es in ttie l_unicipality o_ _ , Puerto Rico; that he is the Executive Director of

Puerto Rico Electric Power Authch'ity, the body corporate described in and which executed the

above instrument; that he knows the seal thereof; that the seal affixed to said instrument is the

corporate seal of Puerto Rico Electric Power that it was so affixed by order of the

Governing Board of Puerto Rico Electric and that he signed his name thereto

by like order.

.ires:

/

,¢,-

OFNEWYORK )

) SS._

COUNTY OF NEW YORK)

On the day of , in the year 1999,beforeme personally

came , to me known,who, being by me duly sworn,did

deposeand say that he residesat ; that he is a Vice

President of State Street Bank and Trust Company, N.A., the banking corporation described in

and which executed the above instrument; that he knows the seal of said corporation; that the

seal affixed to said instrument is the corporate seal of said corporation; that it was so affixed by

authority of Board of Directors of said corporation; and that he signed his name thereto by like

authority.

NOTARY PUBLIC

My commission expires:

(SEAL)

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Exhibit A5 Page 18 of 50
COMMONWEALTH OF PUERTO RICO )

) SS.:

MUNICIPALITYOF SAN JUAN )

On the day of , in the year 1999, before me personally came

.., to me known, who, being by me duly sworn, did depose and say that he

resides in the Municipality of , Puerto Rico; that he is the Executive Director of

Puerto Rico Electric Power Authority, the body corporate described in and which executed the

above instrument; that he knows the seal thereof; that the seal affixed to said instrument is the

corporate seal of Puerto Rico Electric Power Authority; that it was so affixed by order of the

Governing Board of Puerto Rico Electric Power Authority; and that he signed his name thereto

by like order.

Affidavit# NOTARYPUBLIC

My commission expires:

(SEAL)

STATE OF NEW YORK )

) SS."

COUNTY OF NEW YORK)

On the _ 7"/_ day of /_P/2,1]__ , in the year 1999, before me personally

came .._V/_r_1__ I_UP, Pt'I_' , to me knovm, who, being by me duly swom, did

depose and say that he resides at _6 C/_&._cqcKS/_.P H__.g/._t_O_/_ ; that he is a Vice

President of State Street Bank and Trust Company, N.A., the banking corporation described in

and which executed the above instrument; that he knows the seal of said corporation; that the

seal affixed to said instrument is the corporate seal of said corporation; that it was so affixed by

authority of Board of Directors of said corporation; and that he signed his name thereto by like

authority.

" _OTARY PUBLIC

My commission expires: ..... Cheryl L. Clarke

__v.:_u_.,... _-'_ •e_-_r_ _ "'_, __. Notary Public, State of New York

,,,,:++_t:,_g ¢3_"", ,j:':t)_;_( 31-5057121

g:" +¢_" '" U " "

.z_,w-,oo:,.. ,,..v_.. _. Q ahfied m New York County (SEAL) 4' ¢+'"_'+_'_/:<=_'-

F'. _ Certificate Filed in New York County

_'_:_£.._.:<:_":e,A' '_Comrmssmn Expires March 18, 2000

ff _._' ? _:': +, ::y:. :,g-

-.- L ¢.',<..[..

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Exhibit A5 Page 19 of 50
(63)

CERTIFICATE OF SECRETARY OF THE AUTHORITY AS TO

TWELFTH SUPPLEMENTAL AGREEMENT

I, HEYDSHA M. ECKERT DE COLON, Secretary of Puerto Rico Electric Power

Authority (the "Authority"), DO HEREBY CERTIFY that attached hereto is a true and correct

copy of the Twelfth Supplemental Agreement, dated as of April 1, 1998, by and between the

Authority and State Street Bank and Trust Company, N.A., successor Trustee, in substantially

the form approved by the Governing Board of the Authority (the "Board") on March 24, 1998 by

Resolution No. 2706 duly adopted by the Board on such date.

IN WITNESS WHEREOF, I have hereunto set my hand this 7thday of April, 1998.

S -

Puerto Rico Electric Power Authority

237277

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TWELFTH SUPPLEMENTAL AGREEMENT

THIS TWELFTH SUPPLEMENTAL AGREEMENT, dated for convenience of

reference as of the 1st day of April, 1998, by and between

PUERTO RICO ELECTRIC POWER AUTHORITY,

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

Resources Authority), and

STATE STREET BANK AND TRUST COMPANY, N.A.,

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

having its principal 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"),

WITNESSETH:

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 (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 1101 of the Agreement provides that the Authority and the

Trustee may, from time to time, enter into such agreements supplemental thereto as shall not

be inconsistent with the terms and provisions thereof (which supplemental agreements shall

thereafter form a part of the Agreement) to cure any ambiguity, to make any provision with

respect to matters or questions arising under the Agreement which shall not be inconsistent with

the provisions of the Agreement, provided such action shall not adversely affect the interests of

the bondholders, to grant to or confer upon the Trustee for the benefit of the bondholders any

additional rights, remedies, powers, authority or security that may lawfully be granted or

conferred upon the bondholders or the Trustee or to add to the conditions, limitations and

restrictions on the issuance of bonds under the provisions of the Agreement other conditions,

limitations and restrictions thereafter to be observed; and

WHEREAS, Section 1104 of the Agreement authorizes the Trustee, in determining

whether any proposed supplemental agreement is desirable, to take into consideration the

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Exhibit A5 Page 21 of 50
purposes of such instrument, the needs of the Authority, the rights and interests of the

bondholders and the rights, obligations and interests of the Trustee; and

WHEREAS, the Authority has determined to amend the Agreement without the

consent of the holders of the bonds issued and outstanding under the Agreement to modify the

definition of System to include works and properties the acquisition and construction of which

shall be financed in whole or in part from moneys deposited to the. credit of the Capital

Improvement Fund, make certain formal changes to the definition of Current Expenses and to

change the date of delivery of the annual report of the Consulting Engineers pursuant to Section

706 of the Agreement; and

WHEREAS, the Trustee has received an opinion of counsel that this Twelfth

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 without the consent of the owners of the bonds issued under, the Agreement; and

WHEREAS, the execution and delivery of this Twelfth 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 Twelfth Supplemental

Agreement; and

WHEREAS, all acts, conditions and things required by the Puerto Rico 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 Twelfth Supplemental Agreement have happened, exist and

have been performed as required; and

WHEREAS, the Trustee has accepted the trusts created by this Twelfth

Supplemental Agreement and in evidence thereof has joined in the execution hereof;

NOW, THEREFORE, THIS TWELFTH SUPPLEMENTAL AGREEMENT

WITNESSETH, that in consideration of the premises and of the acceptance by the Trustee of

the trusts created hereby and by the Agreement, and also for and in consideration of the sum of

One Dollar to the Authority in hand paid by the Trustee at or before the execution and delivery

of this Twelfth Supplemental Agreement, receipt of which is hereby acknowledged, it is

mutually agreed and covenanted by and between the parties hereto, as follows:

1. The Agreement is hereby amended and supplemented in the following respects:

A. In Section 101 the definition of Current Expenses is hereby revised by

deleting the comma after "512" and deleting after such comma "512A, 512B" and inserting a

comma after the phrase "the Reserve Maintenance Fund" and after such comma the words "the

Self-insurance Fund and the Capital Improvement Fund."

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B. In Section 101 the definition of System is hereby revised by adding a

comma after the words "the Construction Fund" and inserting after such comma the words "the

Capital Improvement Fund."

C. The second paragraph of Section 706 is hereby revised by deleting the

word "May" in the first sentence thereof and inserting instead the word "November".

2. 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.

3. This Twelfth Supplemental Agreement may be amended and supplemented

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

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

Twelfth Supplemental Agreement to be executed by its Executive Director and its corporate seal

to be impressed hereon and attested by its Secretary or an Assistant Secretary, and State Street

Bank and Trust Company, N.A., has caused this Twelfth Supplemental Agreement to be

executed in its behalf by one of its Assistant Vice Presidents and its corporate seal to be

impressed hereon and attested by one of its Trust Officers, all as of the day and year first above

writtenr-_,

_!_.,w,_4zSr_,'t-_v.-_,., "', PUERTO RICO ELECTRIC POWER AUTHORITY

,"._ . ".-<-". ,, <.:- By:

'_(_ :. :y/: &',. Executive Director

i:("

_STATE STREET BANK AND

TRUST COMPANY, N.A.,

as successor Trustee

By:

Vice President

Attest:

Vi_e President

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

Twelfth Supplemental Agreement to be executed by its Executive Director and its corporate seal

to be impressed hereon and attested by its Secretary or an Assistant Secretary, and State Street

Bank and Trust Company, N.A., has caused this Twelfth Supplemental Agreement to be

executed in its behalf by one of its Assistant Vice Presidents and its corporate seal to be

impressed hereon and attested by one of its Trust Officers, all as of the day and year first above

written.

PUERTO RICO ELECTRIC POWER AUTHORITY

(SEAL)

By¢

Executive Director

Attest:

Secretary

STATE STREET BANK AND

TRUST COMPANY, N.A.,

as successor Trustee

< BYv_ _

.), :;_,_";,VicePresident

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COMMONWEALTH OF PUERTO RICO )

) SS. :

MUNICIPALITY OF SAN JUAN )

On the 3rd day of April, in the year 1998, before me personally came Miguel A.

) Cordero, to me known, who, being by me duly sworn, did depose and say that he resides in the

Municipality of Caguas, Puerto Rico; that he is the Executive Director of Puerto Rico Electric

Power Authority, the body corporate described in and which executed the above instrument; that

he knows the seal thereof; that the seal a_ instrument is the corporate seal of Puerto

Rico Electric Power Authority; that it _as so affixed 1)yordero)Ahe Gov_mg.Board of Puerto

Rico Electric Powe___ _ _ .t Or. _'/,j/,/<_ _)1 1 _,/er.

Affidavit #3513 [/_V )..........y._.:._ _.9_, T/,xJ/,_ • - _

My commission Cxpi:re_':/ _,:-',_/_X v j

Permanen_ _;_i_l_ ) ]

STATE OF NEW YORK )

) SS."

COUNTY OF NEW YORK )

On the 6th day of April, in the year 1998, before me personally came James

Murphy, to me known, who, being by me duly sworn, did depose and say that he resides at

Freehold, New Jersey; that he is a Vice President of State Street Bank and Trust Company,

N.A., the banking corporation described in and which executed the above instrument; that he

knows the seal of said corporation; that the seal affixed to said instrument is the corporate seal

of said corporation; that it was so affixed by authority of Board of Directors of said corporation;

and that he signed his name thereto by like authority.

NOTAR_i_ PUBLIC f ) _"

My commission expires: NEREIDALOGO

"_ _ ; NotaryPublic,State of New York

"- ," No.24-01 LU4501878

<_% - ' "_" .."" ? '- Qualifi_.d in KingsCounty

/ ;!I . '- ,'° ', ..' :!' Cer,*.ificateFiled inN_:wYorkCounty

_-:: " ,_(_:/_.]L,).: \_'_ _:\ Cc,r:_missior_ExpiCesApril 30, 199_.

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(69)

CERTIFICATE OF SECRETARY OF THE AUTHORITY AS TO

THIRTEENTH SUPPLEMENTAL AGREEMENT

I, Maria E. Hem_ndez-Torrales, Secretary of Puerto Rico Electric Power Authority (the

"Authority"), DO HEREBY CERTIFY that attached hereto is a true and correct copy of the

Thirteenth Supplemental Agreement, dated as of January 1, 2002, by and between the Authority

and State Street Bank and Trust Company, N.A., successor Trustee, in substantially the form

approved by the Governing Board of the Authority (the "Board") on December 3, 2001 by

Resolution No. 2978 duly adopted by the Board on such date.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of January, 2002.

._az/_ ,1/ Secretary

Puerto Rico Electric Power Authority

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THIRTEENTH SUPPLEMENTAL AGREEMENT

THIS THIRTEENTH SUPPLEMENTAL AGREEMENT, dated for convenience

of reference as of the 1st day of January, 2002, by and between

PUERTO RICO ELECTRIC POWER AUTHORITY,

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

Resources Authority), and

STATE STREET BANK AND TRUST COMPANY, N.A.,

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

having its principal 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"),

WITNESSETH:

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 (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 1101 of the Agreement provides that the Authority and the

Trustee may, from time to time, enter into such agreements supplemental thereto as shall not be

inconsistent with the terms and provisions thereof (which supplemental agreements shall

thereafter form a part of the Agreement) to cure any ambiguity, to make any provision with

respect to matters or questions arising under the Agreement which shall not be inconsistent with

the provisions of the Agreement, provided such action shall not adversely affect the interests of

the bondholders, to grant to or confer upon the Trustee for the benefit of the bondholders any

additional rights, remedies, powers, authority or security that may lawfully be granted or

conferred upon the bondholders or the Trustee or to add to the conditions, limitations and

restrictions on the issuance of bonds under the provisions of the Agreement other conditions,

limitations and restrictions thereafter to be observed; and

WHEREAS, Section 1104 of the Agreement authorizes the Trustee, in

determining whether any proposed supplemental agreement is desirable, to take into

consideration the purposes of such instrument, the needs of the Authority, the rights and interests

of the bondholders and the rights, obligations and interests of the Trustee; and

WHEREAS, the Authority has determined to amend the Agreement without the

consent of the holders of the bonds issued and outstanding under the Agreement to correct

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certain provisions of the Agreement, which provisions are inconsistent with other provisions

therein, of the Eleventh Supplemental Agreement, dated as of April 1, 1999 (the "Eleventh

Supplement"), by and between the Authority and the Trustee and the Twelith Supplemental

Agreement, dated as of August 1, 1995 (the "Twelfth Supplement"), by and between the

Authority and the Trustee, which provisions are inconsistent with other provisions in said

Eleventh Supplement or said Twel_h Supplement as the case may be, and of the proposed Third

Supplemental Agreement, by and between the Authority and the Trustee (the "Third

Supplement"), by amending and restating the Third Supplement in the form attached hereto as

Exhibit A; and

WHEREAS, the Trustee has received an opinion of counsel that this Thirteenth

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

without the consent of the owners of the bonds issued under the Agreement; and

WHEREAS, the execution and delivery of this Thirteenth 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 Thirteenth

Supplemental Agreement; and

WHEREAS, 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 by the

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

execution and delivery of this Thirteenth Supplemental Agreement have happened, exist and

have been performed as required; and

WHEREAS, the Trustee has accepted the trusts created by this Thirteenth

Supplemental Agreement and in evidence thereof has joined in the execution hereof;

NOW, THEREFORE, THIS THIRTEENTH SUPPLEMENTAL AGREEMENT

WlTNESSETH, that in consideration of the premises and of the acceptance by the Trustee of the

trusts created hereby and by the Agreement, and also for and in consideration of the sum of One

Dollar to the Authority in hand paid by the Trustee at or before the execution and delivery of this

Thirteenth Supplemental Agreement, receipt of which is hereby acknowledged, it is mutually

agreed and covenanted by and between the parties hereto, as follows:

1. The Agreement is hereby amended and supplemented in the following

respects:

A. The form of coupon bond is hereby revised by making the phrase "Corporate

Trust Office" in the fourth paragraph and in the ninth paragraph lower case

and by adding the phrase "the principal of" immediately aider the phrase "and

charged with the payment of" in the last sentence of the seventh paragraph.

B. The definition of"Paying Agents" in Section 101 is hereby revised by adding

the word "or" immediately after the phrase "resolution of the Board".

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C. The definition of"Prerefunded Municipals" in Section 101 is hereby revised

by adding a comma alter the phrase "Time Deposits" in clause (c) thereof.

D. The first sentence of the last paragraph of the definition of "Principal and

Interest Requirements" in Section 101 is hereby revised by adding the word

"for" alter the phrase "portion of the principal of, Amortization

Requirements" and by adding a comma alter the phrase "Time Deposits" and

alter the phrase "in Section 601 of this Agreement".

E. The last sentence in the definition of"Reserve Account Insurance Policy" and

in the definition of "Reserve Account Letter of Credit" in Section 101 is

hereby revised by deleting the words "Moody's Investor's Services, Inc." and

inserting in their place "Moody's Investors Service, Inc." each time they

appear in said sentences

F. The last sentence of Section 206 is hereby revised to read as follows: Neither

the Authority nor the Trustee shall, except as may otherwise be provided by

resolution of the Authority authorizing the issuance of any Series of bonds

under this Agreement, be required to make any such exchange or registration

of transfer of bonds, during the filteen (15) days immediately preceding any

interest payment date on the bonds or, in the case of any proposed redemption

of bonds, immediately preceding the date of first publication of notice of such

redemption (or if all the bonds to be redeemed are issuable as registered bonds

without coupons, immediately preceding the date of mailing of notice of such

redemption), or alter such bond or any portion thereof has been selected for

redemption."

G. The first sentence of Section 207 is hereby revised by inserting the phrase "the

premium, if any, and" alter the phrase "or on account of the principal of and".

H. The first sentence of the second paragraph of Section 208 is hereby revised by

adding the words "advances of" immediately alter the phrase "which were

acquired or constructed from any".

I. The third paragraph of Sections 208, 209 and 210 is hereby revised to read as

follows: "Before any Variable Rate Bonds shall be issued under the

provisions of this Section, the Board shall adopt a resolution specifying,

without limitation, the interest rate calculation methods and any conversion

features, and any credit or liquidity facility which may be drawn upon to make

principal and interest payments on the Variable Rate Bonds. The Variable

Rate Bonds may provide that the owner of any such Bond may demand

payment of principal and interest within a stated period alter delivering notice

to a designated agent for the Authority and providing a copy of the notice with

the tender of the Variable Rate Bond to such agent. The designated agent for

the Authority, in accordance with the terms of a remarketing or placement

agreement, may provide for the resale or redelivery of the Variable Rate

Bonds on behalf of the Authority at a price provided for in the agreement. If

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the Variable Rate Bonds shall not be resold or redelivered within a stated

period, the agent for the Authority may be authorized to draw upon a

previously executed credit or liquidity facility of one or more banks or other

financial or lending institutions for payment of interest and principal for a

particular Series of Variable Rate Bonds to which such credit or liquidity

facility shall pertain. The particular form or forms of such demand provisions,

the period or periods for payment of principal and interest atier delivery of

notice, the appointment of the agent for the Authority, the terms and

provisions for the remarketing or placement agreement, and the terms and

provisions of the credit or liquidity facility, including the terms of any lien on

Revenues in connection with the credit or liquidity facility not inconsistent

with Section 712 hereof, shall be as designated by a resolution of the Board

pertaining to the Variable Rate Bonds to which such terms and provisions are

applicable prior to the issuance thereof. Before any Put Bonds shall be issued

under the provisions of this Section, the Board shall adopt a resolution which

may provide for some of the above terms and provisions. Before any

Extendible Maturity Bonds shall be issued under the provisions of this

Section, the Board shall adopt a resolution which shall set forth the terms and

conditions of the exercise by the bondholders or the Authority of any option to

extend the maturity of said bonds. Before any Capital Appreciation Bonds

shall be issued under the provisions of this Section, the Board shall adopt a

resolution specifying the Valuation Dates, the Accreted Values on such dates,

the manner in which and the period during which principal and interest shall

be deemed to accrue on such bonds for purposes of the definition of "Principal

and Interest Requirements" and the amount of any deposit required for the

Reserve Account in accordance with Section 507 hereof. "

J. The second paragraph of Section 210 is hereby revised by inserting the word

"Indenture" between the words "1947" and "Bonds" in the first sentence

thereof.

K. Clause (I) of the fifth paragraph of Section 210 is hereby revised by deleting

the comma after the phrase "and any other moneys which have been made

available to the Trustee".

L. The penultimate paragraph of Section 210 is hereby revised by inserting the

word "in" immediately before the words "Prerefunded Municipals".

M. The penultimate sentence of the last paragraph of Section 210 is revised by

adding the word "making" immediately before the phrase "any deposit to the

Reserve Account and adding the word "paying" immediately before the

phrase "any expenses in connection with".

N. Section 307 is hereby revised by adding a comma alter the phrase "Time

Deposits" and after the phrase "in Section601 of this Agreement".

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O. The second sentence of Section 506 is hereby revised by adding the word "a"

immediately after the phrase "less such amount to be held as" and a comma

immediately after the phrase "as the Treasurer may determine".

P. The fourth sentence of the first paragraph of Section 507 is hereby revised by

inserting a comma after the phrase "and the release of the 1947 Indenture" in

clause (i) of said sentence and the word "Fund" is deleted immediately before

the phrase "in the following order:" and in its place is inserted the word

"Funds".

Q. Clause (c) of Section 507 is hereby revised by deleting the phrase "provided,

however," immediately after the phrase "issuance of the bonds of such

Series;" and inserting in its place the word "and"; by deleting the phrase

"provided further," immediately after the phrase "as such deficiency shall

have been made up;" and inserting in its place the word "and"; by deleting the

phrase "which shall be funded" immediately before the phrase "over the

period required herein,"; by deleting the phrase "and any shortfall in the

Reserve Account due to a withdrawal to fund interest pursuant to the proviso

contained in paragraph (a) above shall be funded on the 25thday of the next

month,"; and deleting the phrase "provided further," immediately after the

phrase "in calculating the interest payable on such Bonds within the next

ensuing twelve (12) months;" and inserting in its place the word "and".

R. Clause (g) of Section 507 is hereby revised by deleting the phrase "(a), (b),

(c), and (d)" each time it appears in said paragraph and inserting instead the

phrase "(a), (b), (c), (d), (e) and (0".

S. Paragraph (h) of Section 507 is hereby revised by deleting the phrase "(a), (b),

(c), (d) and (e)" each time it appears in said paragraph and inserting instead

the phrase "(a), (b), (c), (d), (e), (f) and (g)".

T. The last paragraph of Section 508 is hereby revised by deleting the phrase

"the Agreement" and inserting in its place the phrase "this Agreement".

U. The second sentence of the first paragraph of Section 510 is hereby revised by

adding the phrase "and then outstanding" immediately before the phrase

"hereunder, and such excess shall".

V. The antepenultimate sentence of the last paragraph of Section 510 is hereby

revised by deleting the phrase "for any of its lawful corporate purposes" and

insertingin its place the phrase "for any lawful purpose of the Authority".

W. The first sentence of the second paragraph of Section 512A and the first

sentence of the second paragraph of Section 512B are each hereby revised by

deleting the word "becomes" and inserting in its place the word "become".

X. The second sentence of the second paragraph of Section 512A and the second

sentence of the second paragraph of Section 512B are hereby revised by

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deleting the word "Authorization" and inserting in its place the word

"Amortization".

Y. The last sentence of Section 515 is hereby revised by deleting the phrase "the

Paying Agents" and inserting in its place the phrase "such Paying Agent".

Z. The third paragraph of Section 602 is hereby revised by inserting the word

"the" between the words "by" and "order".

AA. The fourth paragraph of Section 602 is hereby revised by inserting the

word "held" between the words "moneys" and "to" and the phrase "from Act.

No. 447" is hereby deleted and in its place is inserted the phrase "Act No.

447".

BB. The second paragraph of Section 702 is hereby revised by inserting the

phrase "and all other works or properties constituting part of the System"

immediately after the phrase "it will construct all Improvements", the phrase

"or Subordinate Obligations" immediately after the phrase "for the

construction of which bonds" and after the phrase "repayable from the

proceeds of bonds", and the phrase "or other works or properties"

immediately after the phrase "upon the completion of such Improvements".

CC. The last paragraph of clause (d) of Section 712 is hereby revised to read as

follows: "The rentals and other payments under any such lease, contaract,

license, easement or other arrangement shall be included in the definition of

Revenues and shall be deposited to the credit of the Revenue Fund.".

DD. The last sentence of Section 903 is hereby revised by inserting the phrase

"the Independent Consultant," immediately after the phrase "the Consulting

Engineers,".

EE. The first paragraph of Section 1201is hereby revised by inserting a

comma after the phrase "Time Deposits" each time said phrase appears before

the words "secured in the manner" and by inserting a comma after the phrase

"in Section 601 of this Agreement", which phrase appears before the words

"shall be held by the Trustee".

FF. The last paragraph of Section 1201 is hereby revised by deleting the

phrase "Time Deposits or" immediately aider the phrase "Government

Obligations,", by inserting the phrase "Time Deposits, secured in the manner

set forth in Section 601 of this Agreement," immediately aider the phrase

"Prerefunded Municipals," and before the comma after the word "Municipals'"

in saidphraseand by deleting the phrase "the options or maturity extensions

originally excercisable" and inserting in its place the phrase "such options or

extensions".

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GG. The second paragraph of Section 1305 is hereby revised by inserting the

phrase "registered owners of bonds or to" immediately before the phrase

"bondholders of record when".

HH. All references throughout the Agreement to the phrase "Water Resources"

are hereby changed to the phrase "Electric Power" except in the third

WHEREAS clause in the preamble to the Agreement, in the seventh and

eighth paragraphs of the form of coupon bonds in the preamble to the

Agreement, in the definition of "Authority Act" in Section 101 and on the

signature and notarization pages of the Agreement.

2. The Eleventh Supplement is hereby amended and supplemented by

revising paragraph C in Section 1 by deleting the phrase "'Executive Director'" and inserting in

its place the phrase "'Designated Maturity Bonds'". The Twelfth Supplement is hereby amended

and supplemented by deleting the word "Tenth" each of the four times it appears in the preamble

to said Twelfth Supplement and inserting in its place the word "Tweltth". The proposed Third

Supplement is hereby amended and restated in its entirety in the form attached hereto as Exhibit

A.

3. 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.

4. This Thirteenth Supplemental Agreement may be amended and

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

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

Thirteenth Supplemental Agreement to be executed by its Executive Director and its corporate

seal to be impressed hereon and attested by its Secretary or an Assistant Secretary, and State

Street Bank and Trust Company, NA., has caused this Thirteenth Supplemental Agreement to be

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executed in its behalf by one of its Assistant Vice Presidents and its corporate seal to be

impressed hereon and attested by one of its Trust Officers, all as of the day and year first above

written.

PUERTO RICO ELECTRIC POWER AUTHORITY

By: ,1,///}'_/_

Executive l_'i/f'ectT

Attest:

Secr¢ary

, STATE STREET BANK AND

TRUST COMPANY, NA.,

as successor Trustee

By:

Assistant Vice President

Attest:

Trust Officer

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5idley 11/28/01 2:20: PAGE 010/ii RightFAX

PUERTO RICO ELECTRIC POWER AUmORITY

(SEAL)

By:

Executive Director

Attest:

Secretary

STATE STREET BANK AND

TRUST COMPANY, N.A.,

assuccessorTrustee

" Vice President

Attest:

Tru_Officer

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CO1Vh-MONWEALTHOF PUERTO RICO )

) SS.

MUNICIPALITY OF SAN JUAN )

On the 3rd day of January, in the year 2002_, before me personally came

Hector Rosariq to me known, who, being by me duly sworn, did depose and say that he

resides in the Municipality of San Juan , Puerto Rico; that he is the Executive Director of

Puerto Rico Electric Power Authority, the body corporate described in and which executed the

above instrument; that he knows the seal thereof; that the seal affixed to said instrument is the

corporate seal of Puerto Rico Electric Power Authority; that it was so affixed by order of the

Governing Board of Puerto Rico Electric Power Authority; _tld _ _ he signed his name thereto

by like order• _. [

f

_ Affidavit # 572 _ ' _ _

(SEAL) : __ __BLIC

.J

STATE'OFNEW YORK )

) SS. z

COUNTY OF NEW YORK)

On the day of , in the year 200_, before me personally

came , to me known, who, being by me duly sworn, did

depose and say that he resides at ; that he is an Assistant

Vice President of State Street Bank and Trust Company, N.A., the banking corporation described

in and which executed the above instrument; that he knows the seal of said corporation; that the

seal affixed to said instrument is the corporate seal of said corporation; that it was so affixed by

authority of Board of Directors of said corporation; and that he signed his name thereto by like

authority.

NOTARY PUBLIC

My commission expires:

(SEAL)

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EXHIBIT A

THIRD SUPPLEMENTAL AGREEMENT

THIS THIRD SUPPLEMENTAL AGREEMENT, dated for convenience of reference as

of the 1_tday of January, 2002, by and between

PUERTO RICO ELECTRIC POWER AUTHORITY,

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

Resources Authority), and

STATE STREET BANK AND TRUST COMPANY, N.A.,

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

having its principal office in the Borough of Manhattan, City and Sate 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 hereinatter referred to (hereinafter

sometimes called the "Trustee"),

WITNESSETH:

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 (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 holders 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, it is desirable to amend the Agreement so as to provide that in conjunction

with the Authority's issuance of bonds, the Authority may secure its obligations to the provider

of a credit or liquidity facility securing said bonds on a parity with the Authority's bond issued

under the Agreement; and

WHEREAS, the Trustee has received an opinion of counsel that this Third 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; and

WHEREAS, the execution and delivery of this Third Supplemental Agreement have been

duly authorized by resolution of the Governing Board of the Authority and the Authority has

requested the Trustee to join with it in the execution of this Third Supplemental Agreement; and

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WHEREAS, the Trustee has received the written instruments from the holdes of all of the

outstanding bonds spefically consenting to and approving the execution of this third

Supplemental Agreement; and

WHEREAS, 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 by the

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

execution and delivery of this Third Supplemental Agreement have happened, exist and have

been performed as so required; and

WHEREAS, the Trustee has accepted the trusts created by this Third Supplemental

Agreement and in evidence thereof has joined in the execution hereof;

NOW, THEREFORE, THIS THIRD SUPPLEMENTAL AGREEMENT

WlTNESSETH, that in consideration of the premises and of the acceptance by the Trustee of the

trusts created hereby and by the Agreement, and also for and in consideration of the sum of One

Dollar to the Authority in hand paid by the Trustee at or before the execution and delivery of this

Third Supplemental Agreement, the receipt of which is hereby acknowledged, it is mutually

agreed and covenanted by and between the parties hereto, as follows.

1. The Agreement is hereby amended and supplemented in the following

respects:

A. Section 705 is hereby revised by deleting the comma after the phrase "and

the bonds secured hereby upon the Revenues" and adding in its place the phrase "and except as

otherwise permitted in this Agreement,".

B. The last sentence of clause (a) of Section 712 is hereby revised by deleting

the period and adding the following:

"; provided that in connection with the issuance of bonds, the Authority

may secure its obligations to the provider of a credit or liquidity facility securing said bonds on a

parity with the bonds."

C. Clause (c) of Section 1102 is hereby revised to read as follows:

" (c) the creation of a lien upon or a pledge of the Revenues other than

any lien and pledge created or permitted by this Agreement,"

2. 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.

3. This Third Supplemental Agreement may be amended and supplemented

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

IN WITNESS WHEREOF, Puerto Rico Electric Power Authority has

caused this Third Supplemental Agreement to be executed by its Executive Director and its

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corporate seal to be impressed hereon and attested by its Secretary or an Assistant Secretary, and

State Street Bank and Trust Company, N A. has caused this Third Supplemental Agreement to

be executed in its behalf by one of its Assistant Vice Presidents and its corporate seal to be

impressed and attested by one of its Trust Officers, all as of the day and year first above written.

PUERTO RICO ELECTRIC

POWER AUTHORITY

BY:

Executive Director

(SEAL)

Attest:

Secretary

STATE STREET BANK AND TRUST

COMPANY, N.A., as Trustee

By:

Assistant Vice President

(SEAL)

Attest:

Trust Officer

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COMMONWEALTH OF PUERTO RICO )

) SS:

MUNICIPALITY OF SAN JUAN )

On the day of , in the year 20w, before me personally came

, to me known, who, being by me duly sworn, did depose and say that he

resides in the Municipality of , Puerto Rico; that he is the Executive Director of

Puerto Rico Electric Power Authority, the body corporate described in and which executed the

above instrument; that he knows the seal thereof, that the seal affixed to said instrument is the

corporate seal of Puerto Rico Electric Power Authority; that it was so affixed by order of the

Goveming Board of Puerto Rico Electric Power Authority; and that he signed his name thereto

by like order.

Affidavit #

Notary Public

(SEAL)

STATE OF NEW YORK )

) SS:

COUNTY OF NEW YORK )

On the _.i_.3 day of_'A_q_ff , in the year 200__ before me personally came

h]tq/_b _, 6Ppp,qgg, to me known, who, being by me duly sworn, did depose and say that he

resides at I'fu t.ZET &,sR.T otd__a._'_¢7; the he is an Assistant Vice President of State

Street Bank and Trust Company, N.A., the banking corporation described in and which executed

the above instrument; that he knows the seal of said corporation; that the seal affixed to said

instrument is the corporate seal of said corporation; that it was so affixed by authority of the

Board of Directors of said corporation; and that he signed his name thereto by like authority.

l_/otary Public

Mycommission expires: ,

(SEAL) _11n' _ - -- _S--_-_ S_\=-__¢_'__'_

_m

im

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FOURTEENTH SUPPLEMENTAL AGREEMENT

THIS FOURTEENTH SUPPLEMENTAL AGREEMENT, dated the 12`h day of

March, 2010 (the "Supplemental Agreement "), 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 its principal 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, Trustee under the Trust Agreement hereinafter referred to (hereinafter

sometimes called the "Trustee "),

WITNESSETH:

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 (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 holders

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 1101 of the Agreement provides that the Authority and the

Trustee may, from time to time, enter into such agreements supplemental thereto as shall not be

inconsistent with the terms and provisions thereof (which supplemental agreements shall

thereafter form a part of the Agreement) to cure any ambiguity, to make any provisions with

respect to matters or questions arising under the Agreement which shall not be inconsistent with

the provisions of the Agreement, provided such action shall not adversely affect the interests of

the bondholders, to grant or confer upon the Trustee for the benefit of the bondholders any

additional rights, remedies, powers, authority or security that may lawfully be granted or

conferred upon the bondholders or the Trustee or to add to the conditions, limitations and

restrictions on the issuance of bonds under the provisions of the Agreement other conditions,

limitations and restrictions thereafter to be observed; and

WHEREAS, Section 1104 of the Agreement authorizes the Trustee, in

determining whether any proposed supplemental agreement is desirable, to take into

consideration the purposes of such instrument, the needs of the Authority, the rights and interests

of the bondholders and the rights, obligations and interests of the Trustee; and

WHEREAS, the Authority has determined to supplement the Agreement without

the consent of the holders of the bonds issued and outstanding under the Agreement to permit the

Authority to make use of new financing techniques that are advantageous to the Authority by

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providing the Authority lower interest costs and to clarify how to treat certain subsidies available

in connection with such new financing techniques; and

WHEREAS, it is desirable to supplement the Agreement so as to provide the

Authority with the ability to utilize and take advantage of new financing techniques which are

from time to time developed and to provide the Authority with the ability to issue different types

of bonds, as may be marketable from time to time, including, without limitation, bonds to which

the Authority irrevocably elects to apply Section 54ÁA of the Internal Revenue Code of 1986, as

amended (the "Code ") and irrevocably elects pursuant to Section 54AA(G) of the Code to

receive a federal subsidy under Section 6431 ( "Build America Bonds ") or any other bonds for

which a federal subsidy payment may be received in connection with the issuance of such bonds

( "Other Subsidy Bonds" and together with the Build America Bonds ( "Federally Subsidized

Bonds "), and, in this regard, to supplement and amend the definition of Principal and Interest

Requirements, to make certain related changes and to add a covenant that the Authority will do

all things necessary and take such actions as are necessary to ensure receipt of any such federal

subsidy; and

WHEREAS, the Trustee has received an opinion of counsel that this

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;

and

WHEREAS, the execution and delivery of this Supplemental Agreement have

been duly authorized by resolution of the Governing Board of the Authority and the Authority

has requested the Trustee to join with it in the execution of this Supplemental Agreement; and

WHEREAS, the Trustee has caused notice of the proposed execution of this

Supplemental Agreement to be mailed as required by the Agreement to all registered owners of

bonds and to all bondholders of record at least thirty (30) days prior to the execution hereof; and

WHEREAS, 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 by the

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

execution and delivery of this Supplemental Agreement have happened, exist and have been

performed as so required; and

WHEREAS, the Trustee has accepted the trusts created by this Supplemental

Agreement and in evidence thereof has joined in the execution hereof;

NOW, THEREFORE, THIS SUPPLEMENTAL AGREEMENT WITNESSETH,

that in consideration of the premises and of the acceptance by the Trustee of the trusts created

hereby and by the Agreement, and also for and in consideration of the sum of One Dollar to the

Authority in hand paid by the Trustee at or before the execution and delivery of this

Supplemental Agreement, the receipt of which is hereby acknowledged, it is mutually agreed and

covenanted by and between the parties hereto, as follows:

1. The Agreement is hereby amended and supplemented in the following

respects:

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A. Section 101 is hereby supplemented by the addition of a definition of

"Build America Bonds" after the definition of "bonds ", to read as follows:

The term `Build America Bonds" shall mean a series of bonds designated

as "Build America Bonds" by the Authority for purposes of Section 54AÁ of the

Code and for which the Authority has irrevocably elected pursuant to Section

54AA(g) of the Code to receive the Federal Subsidy from the United States

Treasury in connection therewith under Section 6431 of the Code and apply it in

accordance with the provisions of the resolution or resolutions adopted by the

Board authorizing the issuance of such bonds.

B. Section 101 is hereby supplemented by the addition of a definition of

"Federally Subsidized Bonds" after the definition of "Extendible Maturity Bonds ", as follows:

The term "Federally Subsidized Bonds" shall mean either Build America

Bonds or Other Subsidy Bonds or both, as the case may be.

C. Section 101 of the Agreement is hereby supplemented by the addition of

the definition of "Federal Subsidy" after the definition of "Federally Subsidized Bonds ", to read

as follows:

The term "Federal Subsidy" shall mean a payment made by the Secretary

of the Department of Treasury to or for the account of the Authority pursuant to

the Code in respect of a series of bonds constituting Federally Subsidized Bonds.

Any Federal Subsidy to be received by the Authority in respect of such series of

bonds shall be identified as such in the resolution authorizing the issuance of such

series of bonds to which it relates.

D. Section 101 of the Agreement is hereby supplemented by the addition of

the definition of "Federal Subsidy Payments" after the definition of "Federal Subsidy ", to read as

follows:

The term "Federal Subsidy Payments" shall mean the amount of Federal

Subsidy actually paid to and received by the Trustee in respect of an interest

payment for the series of Federally Subsidized Bonds to which it relates. Such

Federal Subsidy Payments shall be deposited directly into the Bond Service

Account in the Sinking Fund.

E. Section 101 is hereby supplemented by the addition of a definition of

"Other Subsidy Bonds" after the definition of "Opinion of Counsel ", as follows:

The term "Other Subsidy Bonds" shall mean bonds for which a subsidy or

other payment made by the Secretary of the Department of Treasury may be made

in respect of such bonds other than under Section 6431 of the Code.

F. The definition of "Principal and Interest Requirements" is hereby

supplemented by adding the following paragraphs at the end thereof

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"For purposes of determining the maximum Principal and Interest

Requirements for purposes of Sections 208, 209 and 210 of this Agreement, the

aggregate Principal and Interest Requirements in the covenant as to rates

contained in Section 502, the maximum Principal and Interest Requirements for

purposes of Section 704 and the maximum aggregate Principal and Interest

Requirements for purposes of Section 712 of this Agreement, on the date of

issuance of a Federally Subsidized Bonds and for so long as the Trustee shall

receive the scheduled amount of the Federal Subsidy Payments on or before such

interest is payable, all or a portion of the interest in respect of one or more series

of Federally Subsidized Bonds shall be excluded from the calculation of the

Principal and Interest Requirement if, and to the extent that the interest thereon is

payable from a Federal Subsidy. Notwithstanding the foregoing, if the Trustee

shall not receive the scheduled amount of the Federal Subsidy Payments on or

before the date interest on such Federally Subsidized Bonds is payable or within

thirty (30) of the date such Federal Subsidy Payments were scheduled to be

received under the then current applicable law and regulations, then from and

after the occurrence of such failure to receive such Federal Subsidy and until such

Federal Subsidy Payments shall resume and all prior deficiencies are cured, the

exclusion from the calculation of the Principal and Interest Requirement set forth

in the preceding sentence shall no longer be effective for purposes of determining

the maximum Principal and Interest Requirements for purposes of Sections 208,

209 and 210 of this Agreement, the aggregate Principal and Interest Requirements

in the covenant as to rates contained in Section 502, the maximum Principal and

Interest Requirements for purposes of Section 704 and the maximum aggregate

Principal and Interest Requirements for purposes of Section 712 of this

Agreement."

G. Section 208 is hereby supplemented by the addition of a paragraph to be

included after the third paragraph in said Section, as follows:

"Prior to the issuance of any Federally Subsidized Bonds, the Board shall

adopt a resolution identifying the details of such bonds, including, without

limitation, the rate or rates of interest to be paid on such bonds, the source or

sources and the amount of the Federal Subsidy expected to be received by the

Authority in respect of such Series of Federally Subsidized Bonds, whether the

amounts received from such Federal Subsidy are to be pledged solely to the

owners of such Series of Federally Subsidized Bonds or to the owners of all

outstanding bonds and a covenant by the Authority to take such actions as are

necessary to ensure receipt of such Federal Subsidy."

H. Section 209 is hereby supplemented by the addition of a paragraph to be

included after the third paragraph in said Section, as follows:

"Prior to the issuance of any Federally Subsidized Bonds, the Board shall

adopt a resolution identifying the details of such bonds, including, without

limitation, the rate or rates of interest to be paid on such bonds, the source or

sources and the amount of the Federal Subsidy expected to be received by the

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Authority in respect of such Series of Federally Subsidized Bonds, whether the

amounts received from such Federal Subsidy are to be pledged solely to the

owners of such Series of Federally Subsidized Bonds or to the owners of all

outstanding bonds and a covenant by the Authority to take such actions as are

necessary to ensure receipt of such Federal Subsidy."

I. The last sentence of the first paragraph of Section 507 is hereby amended

by inserting the following language after the words "such Fund" and before the words "and

deposit ":

"(less any amount equal to the amount of Federal Subsidy Payments that

have not been received as of the 25th of the month preceding the Interest Payment

Date to which such Federal Subsidy Payments relate, which amount will be held

in the Revenue Fund and (x) if the Federal Subsidy Payment has not been

received by the Authority by such Interest Payment Date, transferred to the Bond

Service Account on the Interest Payment Date and applied to the payment of

interest on Bonds or (y) if the Federal Subsidy Payment has been received by the

Authority on or before such Interest Payment Date, remain on deposit in the

Revenue Fund for application in accordance with the provisions below in the

following calendar month)"

J. Section 507(c) is hereby supplemented by inserting "(A)" after the word

"months;" and before the word "provided" and inserting the following clause (B) at the end of

such Section 507(c):

"and (B) provided, however, that in the case of Federally Subsidized

Bonds, the amount of interest deemed to be payable on such bonds from the date

of issuance of such Federally Subsidized Bonds and for so long as the Trustee

shall receive the scheduled amount of the Federal Subsidy Payments on or before

such interest shall be payable shall exclude the amount of interest to be paid from

the Federal Subsidy and provided further, however, that if the Trustee shall not

receive the scheduled amount of the Federal Subsidy Payments on or before the

date interest on such Federally Subsidized Bonds is payable or within thirty (30)

of the date such Federal Subsidy Payments were scheduled to be received under

the then current applicable law and regulations, then for purposes of the

calculation of interest to be credited to the Reserve Account, the amount shall be

equal to the interest payable on the bonds of each Series issued hereunder within

the next twelve (12) months."

K. Article VII is hereby supplemented by the addition of a new Section 713

to read as follows:

"Section 713. With respect to Build America Bonds, the Authority hereby

covenants to file, or cause to be filed, a Form 8038 -CP with the Internal Revenue

Service not less than 45 days and not more than 90 days prior to the date interest

on the Build America Bonds shall be payable, as provided in Notice 2010 -26

issued by the Internal Revenue Service, so long as filing such form is a condition

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to receipt of the Federal Subsidy prior to the date such interest shall be payable.

In the event that the Internal Revenue Service shall amend or revise the guidance

provided in Notice 2010 -26, the Authority agrees that it shall take all such actions

as are necessary to ensure receipt of the Federal Subsidy. With respect to Other

Subsidy Bonds, the Authority hereby covenants it shall take all such actions as are

necessary to ensure receipt of the Federal Subsidy related to such series of bonds

as shall be set forth in the resolution relating to such Other Subsidy Bonds. The

only effect of any failure to comply with this Section 713 shall be that the Federal

Subsidy to which such failure relates shall no longer be excluded from the

calculation of Principal and interest Requirements. "

2. 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.

3. This Supplemental Agreement may be amended and supplemented in

accordance with the provisions of Article XI of the Agreement.

4. The Trustee shall not be required to authenticate any bonds permitted by

this Supplemental Agreement if the issue of such bonds will affect the Trustee's own rights,

duties or immunities under the Agreement or the bonds or otherwise in a manner which is not

reasonably acceptable to the Trustee.

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IN WITNESS WHEREOF, Puerto Rico Electric Power Authority has caused

this Supplemental Agreement to be executed by its Executive Director and its corporate seal to

be impressed hereon and attested by its Secretary or an Assistant Secretary, and U.S Bank

National Association has caused this Supplemental Agreement to be executed in its behalf by

one of its Vice Presidents and its corporate seal to be impressed hereon and attested by one of its

Trust Officers, this 29th day of April, 2010.

(SEAL)

Attest:

L/ sf _ -sr._ _ % ed._I

Secret

(SEAL)

Attest:

Trust Officer

12921923.7

PUERTO CO E ECTRIC POWER

AUT T

By L

xecutive Director

U.S. BANK NATIONAL ASSOCIATION, as

Trustee

By

Vice President

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IN WITNESS WHEREOF, Puerto Rico Electric Power Authority has caused

this Supplemental Agreement to be executed by its Executive Director and its corporate seal to

be impressed hereon and attested by its Secretary or an Assistant Secretary, and U.S. Bank

National Association has caused this Supplemental Agreement to be executed in its behalf by

one of its Vice Presidents and its corporate seal to be impressed hereon and attested by one of its

Trust Officers, this 29th day of April, 2010.

PUERTO RICO ELECTRIC POWER

AUTHORITY

By

Executive Director

(SEAL)

Attest:

Secretary

U.S. BANK NATIONAL ASSOCIATION, as

Trustee 1

By

(SEAL)

Vice President

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FIFTEENTH SUPPLEMENTAL AGREEMENT

THIS FIFTEENTH SUPPLEMENTAL AGREEMENT, dated the 29th day of

May, 2010 (the "Supplemental Agreement"), 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 its principal 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, Trustee under the Trust Agreement hereinafter referred to (hereinafter

sometimes called the "Trustee "),

WITNESSETH:

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 (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 holders

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 1101 of the Agreement provides that the Authority and the

Trustee may, from time to time, enter into such agreements supplemental thereto as shall not be

inconsistent with the terms and provisions thereof (which supplemental agreements shall

thereafter form a part of the Agreement) to cure any ambiguity, to make any provisions with

respect to matters or questions arising under the Agreement which shall not be inconsistent with

the provisions of the Agreement, provided such action shall not adversely affect the interests of

the bondholders, to grant or confer upon the Trustee for the benefit of the bondholders any

additional rights, remedies, powers, authority or security that may lawfully be granted or

conferred upon the bondholders or the Trustee or to add to the conditions, limitations and

restrictions on the issuance of bonds under the provisions of the Agreement other conditions,

limitations and restrictions thereafter to be observed; and

WHEREAS, Section 1104 of the Agreement authorizes the Trustee, in

determining whether any proposed supplemental agreement is desirable, to take into

consideration the purposes of such instrument, the needs of the Authority, the rights and interests

of the bondholders and the rights, obligations and interests of the Trustee; and

WHEREAS, the Authority has determined to supplement the Agreement without

the consent of the holders of the bonds issued and outstanding under the Agreement to permit the

Authority to make use of new financing techniques that are advantageous to the Authority by

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

249

Case:17-03283-LTS Doc#:4055-5 Filed:10/17/18 Entered:10/17/18 14:35:05 Desc:

Exhibit A5 Page 50 of 50