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

in connection with such new financing techniques; and

WHEREAS, the Authority has previously approved a supplement to 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 54AÁ 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 Authority desires to further supplement the Agreement to ensure

that sufficient funds will be available to pay interest on the Bonds in the event that a Federal

Subsidy Payment is not received on or prior to the 25th day of the month preceding an Interest

Payment Date; 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

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Exhibit A-6 Page 1 of 50
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. 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)"

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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 attested by one of its Trust Officers, this 29th day of May, 2010.

(SEAL)

Attest:

S' %==-=. v

Secret.

Attest:

Trust Officer

PUERTO RICO ELECTRIC POWER

AUTHO

By

Executive Director

U.S. BANK NATIONAL ASSOCIATION, as

Trustee

By

Vice President

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SIXTEENTH SUPPLEMENTAL AGREEMENT

THIS SIXTEENTH SUPPLEMENTAL AGREEMENT, dated for convenience of

reference as ofthe first day of August, 2014, 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 (he laws of the United States of America and

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

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

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

called the “Trustee"),

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 lanuary ١, 1974, as amended (the "Agreement”), for the pu^ose of

fixing and declaring the terns and conditions upon which revenue Onds 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 lime, 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 terns and conditions

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

applicable, upon receipt of the written consent of the holders of not less than sixty percent (60٠/٥)

in aggregate principal amount ofthe bonds then outstanding; and

WHEREAS, the Trustee has received an opinion of counsel (the "Sixteenth

Supplemental Opinion”) that (a) the Authority has the right, power and authority to enter into

this Sixteenth Supplemental Agreement, (b) (his Sixteenth Supplemental Agreement is duly

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

accordance with its terms, (c) this Sixteenth 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 (he Agreement with the written consent of the holders of at

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

conditions precedent to the execution and delivery by the Trustee of this Sixteenth Supplemental

Agreemen! have been satisfied, and (e) this Sixteenth Supplemental Agreement (including the

Authority's use of moneys on deposit in the Construction Fund and Reserve Account for

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purposes that are permitted by the Agreement as amended by this Sixteenth Supplemental 

Agreement) will not have an adverse effect on the exclusion of interest on the outstanding bonds

from gross income for federal income tax purposes; and

WHEREAS, the execution and delivery of this Sixteenth Supplemental 

Agreement have been duly authorized by the resolution ofthe Governing Board of the Authority,

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

Supplemental Agreement; and

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

Agreement for this Sixteenth Supplemental Agreement have been satisfied; and

WHEREAS, the Trustee has received written evidence of the consent of the

holders or (without duplication) insurers of at least sixty percent (60%) in aggregate principal 

amount of the outstanding bonds in a form acceptable to the Trustee under Section 1001 of the

Agreement; and

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

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

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

in the execution and delivery of this Sixteenth Supplemental Agreement have happened, exist 

and have been performed as required and the Authority has delivered to the Trustee a certificate

dated the date of this Sixteenth Supplemental Agreement, representing the same; and

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

created by this Sixteenth Supplemental Agreement and in evidence thereof has joined in the

execution hereof; r

NOW, THEREFORE, THIS SIXTEENTH SUPPLEMENTAL AGREEMENT

WITNESSETH, that in consideration ofthe premises and of the existing rights and duties of the

parties under the Agreement, it is mutually agreed and covenanted by and between the parties

hereto, as follows:

The Agreement is hereby amended and supplemented In the following respects:

Section 101 is hereby amended or modified by the addition of and changes 

to the following definitions in appropriate alphabetical order in said Section (and all capitalized

terms that are used but not defined herein shall have the same meanings as given in the

Agreement):

A.

'،The term ‘Additional Construction Fund Usage’ shall have the meaning given to

it in Section 405.

“The term ‘Ad Hoc Group’ shall mean such term as defined in the Forbearance

Agreement.

“The term ‘Amending Creditors’ shall mean Assured Guaranty Corp., Assured 

Guaranty Municipal Corp., National Public Finance Guarantee Corporation,

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Syncora Guarantee Inc., and the Ad Hoc Group, including successors and assigns

thereof. For the purposes of this Agreement, the Trustee shall be entitled to rely

on a certification of an Amending Creditor that it is an Amending Creditor.

"The term ‘Amending Creditor Bonds’ shall mean, with respect to any date, all

outstanding bonds that are beneficially owned or (without duplication) insured by

the Amending Creditors as of such date (which outstanding bonds that are

beneficially owed by the Amending Creditors shall only include such bonds of

which the other Amending Creditors have received written notice, which notice

will be effective one (!) business day after receipt). For purposes of this

Agreement, the Tnrstee shall be entitled to rely on a certification by an Amending

Creditor that it beneficially owns or (without duplication) insures certain principal

amount of outstanding bonds.

“The term 'Amendment’ shall refer to this Sixteenth Supplemental Agreement,

dated as of August 1,2014, by and among the Authority and the Tnistec.

“The term 'Amendment Effective Date' shall mean August 27, 2014, being the

effective date ofthis Amendment.

a/ “The term ‘Amendment Period* shall mean the period from the Amendment

Effective Date until the Amendment Termination Date.

"The term ‘Amendment Period Budget’ shall mean the Initial 13-Week Cash

Flow Statement or Subsequent 13-Week Budget, as applicable (each as defined in

the Forbearance Agreement).

“The term ‘Amendment Termination Date’ shall mean the earliest of (a) the

Scheduled Amendment Termination Date, (b) the filing of a proceeding by or on

behalf of the Authority pursuant to the Puerto Rico Public Corporation Debt

Enforcement and Recovery Act or any other action or proceeding that seeks to

adjust or challenge the claims of its creditors pursuant to any federal, state, or

Puerto Rico statute, now in effect or enacted after the Amendment Effective Date,

and (c) the date on which (i) the “Forbearance Period” (as defined in the

Forbearance Agreement) has expired or terminated, and (ii) the Trustee has

received written notice from the Authority or the Required Amending Creditors

confirming the same.

“The term ‘Construction Fund Replenishment Amount’ shall mean in respect of a

Construction Fund Replenishment Date an amount equal to:

(a) the aggregate amount of all Additional Construction Fund Usages prior to

such Construction Fund Replenishment Date,

less, the sum of:

(b) the aggregate amount that the Authority has applied to the cost of

Improvements from any source other than the Construction Fund from or after the

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Amendment Effective Date, inespective of whether such amount has been applied 

prior to or after the commencement of any bankruptcy proceeding, insolvency 

proceeding, proceeding under the Puerto Rico Public Corporation Debt

Enforcement and Recovery Act, Act No. 71-2014, or any similar proceeding, and

the aggregate amount theretofore credited to the Construction Fund by the

Authority pursuant to Section 406 of this Agreement.

“The term 'Citibank/Scotiabank Forbearance Agreements’ shall mean the

forbearance agreements, dated August 14, 2014, by and among the

Citibank/Scotiabank Lenders and the Authority, as the same may be amended

from time to time as therein permitted.

(c)

“The term ‘Citibank/Scotiabank Lenders’ shall mean Citibank, N.A. and the

Lenders (as defined in the Scotiabank Credit Agreement).

“The term ‘Citibank/Scotiabank Lines of Credit’ shall mean that certain Trade

Finance Facility Agreement, dated as ofJuly 20, 2012, between the Authority and

Citibank, N.A. as amended or otherwise modified from time to time, and the

Scotiabank Credit Agreement.

“The term ‘Construction Fund Replenishment Date’ shall mean the twenty-fifth

(25) day of each month (or if such day is not a business day, the immediately 

succeeding business day) on which the Construction Fund Replenishment

Amount is greater than zero.

“The term *Forbearance Agreement’ shall mean the forbearance agreement, dated 

August 14, 2014, by and among the Amending Creditors and the Authority, as the

same may be amended from time to time as therein permitted.

“The tei'm ‘Fractional Defeasance Amount’ shall mean $34,112,097.79.

“The term ‘Potential Default’ shall mean each ofthe events specified on Schedule

1, the occurrence of which would give rise to a default under this Agreement.

“The term *Required Amending Creditors’ shall mean Amending Creditors that

beneficially own or (without duplication) insure not less than two-thirds (66

2/3%) of the aggregate principal amount of the Amending Creditor Bonds.

“The term 'Retained General Fund Amount’ shall mean $50,000,000.

“The term ‘Scheduled Amendment Termination Date’ shall mean 11:59 p.m.

(prevailing Eastern Time) on March 31, 2015.

“The term ‘Scotiabank Credit Agreement’ shall mean that certain Credit

Agreement, dated as of May 4, 2012, between the Authority, as borrower, the

lenders party thereto, and Scotiabank de Puerto Rico, as administrative agent, as

amended or otherwise modified from time to time.

4

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Exhibit A-6 Page 7 of 50
“The term ‘Specified Period Principal and Interest Requirements’ sliall mean the

Principal and interest Requirements for all outstanding bonds which acci'ue and

are payable on or before January 12015 ا, excluding for purposes of the

calculation ofsucli Requirements any Federal Subsidy Pay'ments.

“The term 'Specified Period Defeasance Fund’ shall have the meaning given to it

in Section 517,

The following definitions in Section 101 shall be amended as follows;

The following sentence shall be added at the end of the definition of ‘Current

Expenses’:

“Notwithstanding the foregoing or anything herein to the contrary, none of the

holders, the Trustee, and the Authority shall contest whether an expense, claim,

liability, or amount shall be construed as a Cunent Expense under this Agreement

based solely on (x) the Citibank/Scotiabank Lenders’ actions on the Amendment

Effective Date or during the Amendment Period, including (؛ (forbearing,

delaying or failing to exercise remedies, (ii) agreeing to a postponement or delay

in payment of interest or principal, (iii) granting an extension of any maturity

date, or (iv) not requiring the repayment or reborrowing of any loans or not 

requiring any loans to be revolving loans, or (y) the Inclusion in this Agreement

as a Potential Default, and the inclusion in the Forbearance Agreement as a

“Potential Default” (as defined in the Forbearance Agreement) of the Authority’s

use of moneys from the General Fund to service its debts under the

Citibank/Scotiabank Lines of Credit.”

B.

:

؛

The last sentence of “Reserve Account Insurance Policy” shall be deleted and

replaced with the following:

“The issuer providing such insurance shall be a municipal bond insurer that is

rated, at the time of deposit into the Reserve Account, in one of the three highest

rating categories (without regard to gradations within a category) by either (i)

Standard & Poor’s Corporation or its successor, or Moody’s Investors Service,

Inc. or its successors or (ii) if both such corporations shall be dissolved or

liquidated or shall no longer perform the functions of a securities rating agency, a

nationally recognized rating agency,”

c. Section 401 shall be amended by the addition of the following paragrapli

immediately preceding Section 402:

“Notwithstanding the foregoing, during the Amendment Period, moneys in the

Construction Fund shall be held by the Authority in trust, separate and apart from all other funds 

ofthe Authority, and shall be applied:

to the payment ofthe cost of any Improvements, provided that such cost is

in accordance with the Amendment Period Budget, inclusive of any permitted variances

specified in the Forbearance Agreement; or

(a)

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Exhibit A-6 Page 8 of 50
as provided in Section 405;

and, except for any moneys in separate accounts in the Construction Fund

received from the United States Government or any agency tliereof or from the Commonwealth

of Puerto Rico or any agency thereof, pending such application, shall be subject to a lien and

charge in favor of the holders of the bonds issued and outstanding under this Agreement and foi'

the further security of such holders until paid out or transferred as hei'ein provided.’’

Section 402 shall be amended to read as follows:

(b)

D.

“Section 402. Payments from Construction Fund. Payment of the cost of

Improvements or any other payment permitted pursuant to Section 401 shall be made from the

Construction Fund as herein provided. Moneys in the Construction Fund shall be disbursed by

check, voucher, order, draft, certificate or warrant signed by tire Executive Director or by any

officer or employee ofthe Autliority designated by him for such purpose,"

E. A new Section 405 shall be added Immediately preceding Section 406 to

read as follows:

“Section 405. Additional application of moneys in Construction Fund. During the

Amendment Period, the Authority may apply moneys in the Construction Fund to the payment of

the cost of any Current Expense that is not a cost of Improvement (each such application, an

“Additional Construction Fund Usage”), provided that:

there are not sufficient moneys to pay such Current Expense held by the

Authority in the General Fund in excess ofthe Retained General Fund Amount on the date such

payment is required;

اً

(a)

the representations of the Authority given In Section 3(b) of the

Forbearance Agreement are true and correct as of the date ofsuch application;

such Current Expense is in accordance with the Amendment Period

Budget in effect at the time of such payment, inclusive of any permitted variances specified in

the Forbearance Agreement;

(b)

(c)

none of the material facts that formed the basis for the officer’s certificate

delivered by the Authority in connection with the Sixteenth Supplemental Opinion has changed

since the date of such certification and the Current Expense to be paid with such Additional 

Construction Fund Usage is in compliance with the covenants of the Authority in such

certification; and

(d)

the Trustee and the Amending Creditors receive a certification from the

Authority (in the form of Exhibit A hereto) specifying the amount of moneys to be applied and

the Current Expenses to be paid with such moneys, and certifying that the statements in

paragraphs (a) through (d) above are true as of the date of the certification, signed by the

Executive Director or by any other officer or employee of the Authority with fiscal authority, 

designated by the Executive Director for such purpose. The Trustee shall have no duty to review

any such certification for any purpose, except to confirm that a certification has been made, and

(e)

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ا

the Trustee shall be authorized to provide any requesting bondholder with a copy of any such

certifications received.”

F. A new Section 406 shall be added immediately preceding Article V to

read as follows:

“Section 406. Replenishment of the Construction Fund. On any Construction

Fund Replenishment Date, to the extent that moneys in the General Fund exceed the Retained

General Fund Amount, the Authority shall transfer from the General Fund to the credit of the 

Construction Fund an amount equal to the lesser of (x) the excess over the Retained General

Fund Amount and (y) the Construction Fund Replenishment Amount, in accordance with Section

505 ofthis Agreement.”

أ

Section 502 is hereby amended by the addition of the following paragraph

immediately prior to Section 503 to read as follows:

“Notwithstanding the foregoing, during the Amendment Period, in the event that 

the Authority shall fail to adjust the schedule of rates and charges in accordance with the 

provisions of tliis Section, the Trustee, without regard to whether an event of'default, as defined

in Article VIII of this Agreement, shall have occurred, shall, upon the request ofthe holders of a

majority in principal amount of all bonds tlien outstanding upon being indemnified to its

satisfaction, institute and prosecute in a court of competent jurisdiction an appropriate SLiit,

action or proceeding to compel the Authority to adjust such schedule in accordance with the 

requirements of this Section, and the Authority covenants that it will adopt and charge rates and

charges in compliance with any judgment, order or decree entered in any such suit, action or

proceeding.”

G.

i

f Section 505 shall be amended by the addition of the following sentence

immediately prior to Section 506 to read as follows:

“On each Construction Fund Replenishment Date, the Authority shall apply

moneys credited to the General Fund to satisfy its replenishment obligation under Section 406 

prior to using such moneys for the payment of Current Expenses. Notwithstanding anything in

this Agreement to the contrary, after the Amendment Period, the obligation to replenish the 

Construction Fund in accordance with Section 406 shall be junior and subject to the obligation to

pay Current Expenses in accordance with this Section 505 and to transfer moneys from the 

General Fund to the Revenue Fund in accordance with Section 506 of this Agreement until the 

bonds are paid or deemed paid in full under the provisions ofthis Agreement.”

I. The second sentence of Section 506 shall be amended by the addition of

the following language at the beginning ofsuch sentence:

H.

“Other than during the Amendment Period,”

i. A new Section 51OA shall be added as follows:

“Section 5I0A. Additional application of moneys in Reserve Account.

Notwithstanding the provisions of Section 510 of this Agreement, on the Amendment Effective

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Date and on the first (1st) business day of each month thereafter through and including 

December 1, 2014, the Trustee shall withdraw the Fractional Defeasance Amount from the

Reserve Account, and credit tliis amount to the specified Period Defeasance Fund؛ provided, 

however, that if the Amendment Effective Date occurs on or after September 1, 2014, the

Trustee shall withdraw two times the Fractional Defeasance Amount on the Amendment 

Effective Date.

I

I

K. A new Section 517 shall be added as follows:

“Specified Period Principal and Interest Requirements Defeasance. A special

fund within the Reserve Account is hereby created and designated the “Puerto Rico Electric

Power Authority Revenue Bonds Specified Period Defeasance Fund” (herein sometimes called 

the “Specified Period Defeasance Fund”) to be held by the Trustee separate and apart from all

other funds and accounts held under this Agreement. The transfer of moneys from the Reserve

Account to the Specified Period Defeasance Fund in accordance with Section 510A hereof shall

constitute an irrevocable deposit of such moneys in trust solely for the purpose of paying the

Specified Period Principal and Interest Requirements, and such moneys will not constitute

property of the Authority. Upon such transfer and deposit to the Specified Period Defeasance

Fund, the obligation of the Authority to pay the Specified Period Principal and Interest 

Requirements will be discharged to the extent of each such deposit, and the sole recourse of the

holders of outstanding bonds in respect of the portion of the Specified Period Principal and

Interest Requirements equal to the aggregate of amounts so deposited shall be to the amounts 

then to the credit of the Specified Period Defeasance Fund. The transfer and deposit set forth

above shall not in any way affect the obligations of the Authority to pay the Principal and

Interest Requirements with respect to the outstanding bonds other than the obligation to pay the

portion of the Specified Period Principal and Interest Requirements equal to the aggregate of the

amounts that are credited to the Specified Period Defeasance Fund. On each date on which any

Specified Period Principal and Interest Requirements are payable, the Trustee shall apply

moneys in the Specified Period Defeasance Fund to pay the Specified Period Principal and

Interest Requirements that are payable on such date. Any amounts remaining in the Specified 

Period Defeasance Fund after all Specified Period Principal and Interest Requirements are paid

in full shall be transferred to the Reserve Account. Moneys held in the Special Period 

Defeasance Fund shall, as nearly as may be practicable, be continuously invested and reinvested 

by the Trustee in Government Obligations which shall mature, or which shall be subject to

redemption by the holder thereof at the option of such holder, not later than the respective dates

when moneys held in said Fund will be required for the purposes intended.”

Section 802(h) is hereby amended by the addition of the following

language immediately prior to the semi-colon:

“provided, however, that during the Amendment Period, the Trustee may give

such notice only upon the written request of the holders of a majority in the aggregate principal 

amount of the bonds then outstanding”

؛

f ؛

L.

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Exhibit A-6 Page 11 of 50
M. The first paragraph of Section 804 is hereby amended by the addition of

the following language in the last sentence immediately before the period:

“provided, further, that during the Amendment Period, the Trustee may proceed to

take action pursuant to this paragraph only upon the written request of the holders of not less

than a majority in the aggregate principal amount of bonds then outstanding”

2. The modifications to the Agreement contained in this Sixteenth Supplemental

Agreement shall remain in effect only during the Amendment Period and shall terminate

automatically on the Amendment Termination Date, except (a) the amendments in Section l.F.

and Section I.H., and any related definitions, which will continue in effect until the 

replenishment obligations in Section 406 of the Agreement are satisfied in full and (b) Section

l.B and I.K., and any related definitions, which will continue in effect until all series of bonds

outstanding under the Agreement have been paid or deemed paid in full in accordance with the 

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

bonds of any Amendment Termination Date and the basis therefor.

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 ofthe same.

4. This Sixteenth Supplemental Agreement may be amended and supplemented in

accordance with the provisions of Article XI ofthe Agreement.

5. Except to the extent expressly modified herein, all terms and provisions of the ff Agreement shall remain in full force and effect.

'

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Exhibit A-6 Page 12 of 50
IN WITNESS WHEREOF, Puerto Rico Electric Power Authority has caused this

Sixteenth 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 Sixteenth 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

A Attest; /

Secretary

U.S.BANJC NATIONAL ASSOCIATION,

as successor Trustee

By:

I Vice President

Attest:

Trust Officer

I

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Exhibit A-6 Page 13 of 50
IN WITNESS WHEREOF, Puerto Rico Electric Power Authority has caused this

Sixteenth 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 Sixteenth 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 ofthe day and year first above written.

PUERTO RICO ELECTRIC POWER AUTHORITY

(SEAL)

By:.

Executive Director

Attest:

Secretary

U.S.BANK NATIONAL ASSOCIATION,

as successor Trustee

ttiL،١٠

By: Já

ice Pj *rident

Attest:

Trust Officer

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Exhibit A-6 Page 14 of 50
COMMONWEALTH OF PUERTO RICO )

) ss.:

MUNICIPALITY OF SAN JUAN

2} day of sf , in the year 2014, before me personally came

, to me known^ho, being b؛ me d^ly sworn, اً لاً depose say ؛ًا ؛e

resides in the Municipality of Puerto Rico; that he ؛s the Executive D؛rect؟r 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.

áu fìàèàil¡(?* ñ>rS? ،ho

:

f\

fZHkf

Affidavit#! ROTARY PUBLIC

٩اًلة 5ءا commi My

m

! ٠٥

¡٠

æ ؛؛'؛ثم؛ ƒ؛'■ UÍ/، id؛٠L

زغا٠؛؛ .?٠؛; لا;؛لآل ٠؛ /

(S'

STATE )

) ss.:

COUNTY OF NEW YORK)

__________ , in the year 2014, before me personally

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

; that he is an Assistant

On tlie day of

came

depose and say that he resides at 

Vice President of U.S. Bank National Association, the banking association described in and

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

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

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

authority.

NOTARY PUBLIC

My commission expil'es:

؛ (SEAL(

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Exhibit A-6 Page 15 of 50
C0MM0٠EALTH OF PUERTO RICO )

) ss.:

MilCIPALITY OF SAN JUAN )

j in the year 2014, before me personally came 

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

, 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.

On the day of

resides in the Municipality of

Affidavit # NOTARY PTOLIC

My commission expires:

(SEAL)

ه۵1ك1ا\¥؟

د

IWYORK)

STATE OF )

) ss.:

COUNTY OF

cam; f ll lllr ,/ \h lYf/)f r| kwwni who» being by me duly sworn., did

Vice President of U.S. Bank National Association, the banking association described in and

which executed the above instrument; tha^e knows the seal of said association; that the seal

affixed to said instrument is the co^orate seal of said association; that it was so affixed by

authority of Board of Directors of said association; and thatshe signed ^name thereto by like

PUBLIC NOTARYس| "'الام

day of , in the year 2014, before me personally

My commission expires:

(SEAL)

CHRISTOPHER WOOD

IfPUBLIC. MINNESOTA

My Comm¡ Ejpties 31.2015

11

Ì

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Exhibit A-6 Page 16 of 50
Schedule 1

I. Any default or event of default under section 802(h) of the Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 501 of the

Trust Agreement insofar as such noncompliance or failure is a result of PREPA’s failure to

establish and enforce reasonable regulations in relation to the collection of bills for services and

facilities provided by PREPA.

Any default or event of default under section 802(h) of the Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 502 of the

Trust Agreement insofar as such noncompliance or failure is a result of PREPA’s failure to

revise the rates and charges for the services and facilities furnished by PREPA, or the result of

PREPA’s failure to revise its regulations in relation to the collection of bills for such services and

facilities.

2.

Any default or event of default under section 802(h) of the Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 503 or section

505 ofthe Trust Agreement, insofar as such noncompliance or failure is a result of PREPA’s use

of monies from the General Fund to service its debt under the Citibank/Scotiabank Lines of

Credit.

3.

Any default or event of default under section 802(h) of the Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 504 of the

Trust Agreement, insofar as such noncompliance or failure is a result of PREPA’s failure to

adopt and file a budget that is consistent with the procedural and/or substantive requirements of

section 504.

4.

Any default or event of default under section 802(h) of the Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 506 of the

Trust Agreement, insofar as such noncompliance or failure is a result of PREPA's failure to

transfer monies from the General Fund to the Revenue Fund in a manner consistent with section 

506.

5.

Any default or event of default under section 802(h) of the Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 507 of the

Trust Agreement, insofar as such noncompliance or failure is a result of PREPA’s failure to

transfer monies from the Revenue Fund to the Sinking Fund in a manner consistent with section 

507.

6.

Any default or event of default under section 802(h) of the Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 702 of the

Trust Agreement, insofar as such noncompliance or failure is a result of PREPA’s failure to

operate in an efficient and economical manner, maintain the system in good repair and sound 

operating condition (including by making all necessary repairs, renewals and replacements), or

as a result of PREPA’s employment of more persons than are necessary and compliance with all

valid and applicable rules, regulations, and orders.

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Any default or event of default under section 802(h) ofthe Trust Agreement as a

result of PREPA’s failure to keep accurate records or complete and file its audited financial 

statements within the time periods specified in section 710 ofthe Trust Agreement.

8.

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Exhibit A-6 Page 18 of 50
Exhibit A - Form of Certification

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Exhibit A-6 Page 19 of 50
CERTIFICATION OF ADDITIONAL CONSTRUCTION FUND USAGE

To: THE TRUSTEE

THE AMENDING CREDITORS

From: PUERTO RICO ELECTRIC POWER AUTHORITY

Date: [

Trust Agreement, dated as ofJanuary 1,1974, as amended, restated, supplemented or otherwise modified

from time to time, between Puerto Rico Electric Power Authority (the “Authority”) and U.S, Bank, as

successor trustee (the “Trustee” and, with respect to said trust agreement, as amended, the “Trust

Agreement’’), Capitalized terms used but not defined herein shall have the meanings ascribed to such

terms in the Trust Agreement.

1. We refer to the Trust Agreement. This is a certification of Additional Construction Fund Usage (as

defined below).

2. The Authority wishes to apply moneys in the Construction Fund to the payment ofthe cost of any

Current Expense that is not a cost of Improvement (each such application, an “Additional

Construction Fund Usage") on the following terms:

،/ a. Date of application: [ ]

b. Amount to be applied from the Construction Fund: U.S.S[ ]

c. Current Expense to be paid: [

3. There are not sufficient moneys to pay such Current Expense held by the Authority in the General

Fund in excess of the Retained General Fund Amount on the date such payment is required.

4. The representations ofthe Authority given in Section 3(b) of the Forbearance Agreement are true and

correct as ofthe date ofsuch application.

5. Such Current Expense is contemplated by the Amendment Period Budget currently in effect,

inclusive ofany permitted variances.

6. None ofthe material facts that formed the basis for the officer’s certificate delivered by the Authority

in connection with the Sixteenth Supplemental Opinion has changed since the date ofsuch

certification and the Current Expense to be paid with the Additional Construction Fund Usage set

forth above is in compliance with the covenants of the Authority in such certification.

PUERTO RICO ELECTRIC POWER AUTHORITY

By:

Name:

Title:

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Exhibit A-6 Page 20 of 50
a government instrumentality ofthe 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 andhaving an office in the Borough of Manhattan, City and State ofNew York, which is authorizedunder such laws to exercise corporate trust powers and is subject to examination by federal

authority, successor Trustee under the Agreement hereinafter referred to (hereinafter sometimescalled 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 TrustAgreement, 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 ofthe terms and conditionscontained in the Agreement or in any supplemental agreement, with certain exceptions not here

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

in aggregate principal amount ofthe bonds then outstanding; and

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

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

Amendment No. 6 to the Forbearance Agreement, dated June 30, 2015 (“Amendment No. 6” and 

the Forbearance Agreement, dated as of August 14, 2014, as amended, supplemented orotherwise modified ftom time to time, including by Amendment No. 1, dated March 30, 2015,Amendment No. 2, dated April 15, 2015, Amendment No. 3, dated April 30, 2015, Amendment

No. 4, dated June 4, 2015, Amendment No. 5, dated June 18, 2015 and Amendment No. 6, by

and among the Authority and the Forbearing Creditors defined therein, the “Forbearance

Agreement”), by and among the Authority and the Forbearing Creditors; andACTIVE 202749702v٠s

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g

y p

(

) 

gg

g

principal amount of the outstanding bonds, and (d) all of the conditions precedent to theexecution and delivery by the Trustee of this Seventeenth Supplemental Agreement have been 

satisfied; and

WHEREAS, the execution and delivery of this Seventeenth Supplemental

Agreement have been duly authorized by the resolution ofthe Governing Board ofthe Authority,and the Authority has requested the Trustee to join with it in the execution of this Seventeenth

Supplemental Agreement; and

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

Agreement for this Seventeenth Supplemental Agreement have been satisfied; and

WHEREAS, the Trustee has received written evidence of the consent of the 

holders or (without duplication) insurers of at least sixty percent (60%) in aggregate principal

amount of the outstanding bonds in a form acceptable to the Trustee under Section 1001 ofthe

Agreement; and

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

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

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

in the execution and delivery ofthis Seventeenth Supplemental Agreement have happened, exist

and have been performed as required and the Authority has delivered to the Trustee a certificatedated the date ofthis Seventeenth Supplemental Agreement, representing the same; and

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

created by this Seventeenth Supplemental Agreement and in evidence thereof has joined in the execution hereof;

NOW, THEREFORE, THIS SEVENTEENTH SUPPLEMENTAL

AGREEMENT WITNESSETH, that in consideration of the premises and of the existing rightsand duties of the parties under the Agreement, it is mutually agreed and covenanted by andbetween the parties hereto, as follows:

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

Section 101 is hereby amended or modified by the addition of and changes

to the following definitions in appropriate alphabetical order in said Section (and all capitalizedterms that are used but not defined herein shall have the same meanings as given in the Agreement):

1.

A.

2

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is an Amending Creditor.

The term “Amending Creditor Bonds” shall mean, with respect to any date, all

outstanding bonds that are beneficially owned or (without duplication) insured by the AmendingCreditors as ofsuch date (which outstanding bonds that are beneficially owned by the AmendingCreditors shall only include such bonds of which the other Amending Creditors have received

written notice, which notice will be effective one (1) business day after receipt). For purposes of

this Agreement, the Trustee shall be entitled to rely on a certification by an Amending Creditorthat it beneficially owns or (without duplication) insures certain principal amount of outstanding

bonds.

The term “Amendment” shall refer to the Seventeenth Supplemental Agreement,

dated as ofJuly 1, 2015, by and between the Authority and the Trustee.

The term “Amendment Effective Date” shall mean July 30, 2015, being the

effective date ofthe Amendment.

The term “Amendment Period” shall mean the period from the Amendment

Effective Date until the Amendment Termination Date.

The term “Amendment Termination Date” shall mean the earliest of (a) the

Scheduled Amendment Termination Date, (b) the filing of a proceeding by or on behalf of the

Authority pursuant to the Puerto Rico Public Corporation Debt Enforcement and Recovery Actor any other action or proceeding that seeks to adjust or challenge the claims of its creditors

pursuant to any federal, state, or Puerto Rico statute, now in effect or enacted after theAmendment Effective Date, and (c) date on which (i) the “Forbearance Period” (as defined in theForbearance Agreement) has expired or terminated, and (ii) the Trustee has received writtennotice from the Authority or any Forbearing Creditor (as defined in the Forbearance Agreement)confirming the same.

The term “Citibank/Scotiabank Forbearance Agreements” shall mean the

forbearance agreements, dated August 14, 2014, by and among the Citibank/Scotiabank Lendersand the Authority, as the same may be amended from time to time as therein permitted.

The term “Citibank/Scotiabank Lenders” shall mean Citibank, N.A. or its

transferees, as applicable, and the Lenders (as defined in the Scotiabank Credit Agreement).

The term “Citibank/Scotiabank Lines of Credit” shall mean that certain Trade

Finance Facility Agreement, dated as ofJuly 20, 2012, between the Authority and Citibank, N.A.or its transferees, as applicable, as amended or otherwise modified from time to time, and the

Scotiabank Credit Agreement.

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(prevailing Eastern Time) on September 15, 2015.

The term "Scotiabank Credit Agreement” shall mean that certain Credit

Agreement, dated as of May 4, 2012, between the Authority, as borrower, the lenders party

thereto, and Scotiabank de Puerto Rico, as administrative agent, as amended or otheiwise

modified from time to time.

The term “Series 2015A Bonds” shall mean the Authority’s Power Revenue

Bonds, Series 2015A, issued pursuant to Resolution 4239, adopted by the Authority on June 30,2015, as supplemented by Resolution No. 4246, adopted by the Authority on July 30, 2015.

The term “Series 2015A Bonds Period” shall mean the period from the date the

Series 2015A Bonds are issued until such date as the Series 2015A Bonds have been paid in full

or provision has been made for their payment in full in accordance with their terms and the termsofthis Agreement.”

B. The following sentence shall be added at the end of the definition of

“Current Expenses” in Section 101:

“Notwithstanding the foregoing or anything herein to the contrary, none of the

holders, the Trustee, and the Authority shall contest whether an expense, claim, liability, oramount shall be construed as a Current Expense under this Agreement based solely on (x) the Citibank/Scotiabank Lenders’ actions on the Amendment Effective Date or during the Amendment Period, including (i) forbearing, delaying or failing to exercise remedies, (ii)agreeing to a postponement or delay in payment of interest or principal, (iii) granting an

extension of any maturity date, or (iv) not requiring the repayment or reborrowing of any loans or not requiring any loans to be revolving loans, or (y) the inclusion in this Agreement as aPotential Default, and the inclusion in the Forbearance Agreement as a “Potential Default” (asdefined in the Forbearance Agreement) ofthe Authority’s use ofmoneys from the General Fund 

to service its debts under the Citibank/Scotiabank Lines ofCredit.”

Section 209 is hereby supplemented (1) by the addition of the following

words in the fifth paragraph of said Section 209 immediately after the words “with the Trustee

the following” and prior to the colon the following the words “؛ provided, however, that the 

certificate referred to in clause (c) below shall not be required to be delivered in connection with

the issuance ofthe Series 2015A Bonds” and (2) by the addition in the third to last full paragraph

immediately after the words “one hundred and twenty per cenhjm (120%)” the words ", 

provided, however, that such requirement shall not apply in connection with the issuance ofthe

Series 2015A Bonds.”

c.

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E. Section 506 is hereby amended by deleting the first word of the second 

sentence ofsaid Section and replacing it with "Other than during the Amendment Period, after”.

F. The last paragraph of Section 507 is hereby amended by the addition of

the following language in the first sentence after the second use of the word “Authority”

immediately before the comma:

“(except that during the Series 2015A Bonds Period the moneys in the Selfinsurance Fund shall be held by the Trustee in trust)”

G. Section 512A is hereby amended by adding the following after the last

paragraph thereof:

“Notwithstanding the foregoing, during the Series 2015A Bonds Period, if the

Authority has failed to make a deposit to the Series 2015A Bonds Special Redemption Fund in

the amount, and during the period provided in that certain Bond Purchase Agreement, dated as ofJune 30, 2015, by and among the Authority and the purchasers party thereto, the Trustee shallwithdraw from the Selfinsurance Fund and deposit to the credit of the Series 2015A Bonds

Special Redemption Fund, upon the instruction ofthe Authority, an amount sufficient to make up 

such deficiency.”

H. A new Section 518 shall be added as follows:

“Section 518. Series 2015A Bonds Special Redemption Fund. A special fund is

hereby created and designated the “Puerto Rico Electric Power Authority Series 2015A Bonds

Special Redemption Fund” (herein sometimes called the “Series 2015A Bonds Special Redemption Fund”) to be held by the Trustee solely for the benefit of the holders of the Series

2015A Bonds separate and apart from all other funds and accounts held under this Agreement.

Moneys in the Series 2015A Bonds Special Redemption Fund shall be used solely to (i) payinterest on the Series 2015A Bonds, (ii) at the option ofthe Authority redeem the Series 2015A

Bonds in part on the first business day of August, September, October, November or December,

2015 or in whole on December 15, 2015 in the manner specified in the Series 2015A Bonds, and (ii) be applied to the maturity of the Series 2015A Bonds in whole on January 1, 2016. Anyamounts remaining in the Series 2015A Bonds Special Redemption Fund after the Series 2015A

Bonds are paid or deemed paid in full shall be transferred by the Trustee at the direction of the

Authority in its discretion.”

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practicable, be continuously invested and reinvested during the Series 2015ABonds Period by the Trustee pursuant to the investment requirements set forth in

the last sentence ofthis paragraph (and thereafter by the Authority) in Investment

Obligations, and moneys held for the credit ofthe Revenue Fund shall, as nearlyas may be practicable, be continuously invested and reinvested by the Authority

in Government Obligations, which Investment Obligations and Government

Obligations shall mature, or shall be subject to redemption by the holder thereof at

the option of such holder, not later than the respective dates when moneys held for the credit of said Funds will be required for the purposes intended, or in TimeDeposits; provided, however, that each such Time Deposit shall permit themoneys so placed to be available for use at the times provided above. With 

respect to the Trustee’s investment of monies in the Self-insurance Fund during

the Series 2015A Bonds Period, the Trustee shall liquidate the current investments

held therein and reinvest all such amounts (a) in Government Obligations, or (b) 

in such Investment Obligations and in such amounts as the Trustee may be

instructed from time to time pursuant to a mutual written direction signed by the

Authority and the majority of the Forbearing Creditors; and the Trustee shall not

in any manner be liable or responsible for any investment losses or expenses

occurring as a result of its compliance with the foregoing investmentrequirements.”

The fifth paragraph of Section 602 is hereby amended by deleting the

word “Authority” each time it appears in said paragraph or sentence, as the case may be, and

inserting in lieu thereof the words “Trustee in its sole discretion during the Series 2015A Bonds

Period (and thereafter the Authority)”.

J.

The first sentence ofthe sixth paragraph and seventh paragraph of Section 

602 is hereby amended by deleting the first word “Prior” and inserting in lieu thereof “After the

Series 2015A Bonds Period, prior”.

K.

The penultimate paragraph of Section 602 is hereby amended by deleting

the first word “The” and inserting in lieu thereof “After the Series 2015A Bonds Period, the”.

L.

Section 802(h) is hereby amended by the addition of the following

language immediately prior to the semi-colon:

M.

“provided, however, that during the Amendment Period, the Trustee may give

such notice only upon the written request ofthe holders of a majority in the aggregate principal

amount ofthe bonds then outstanding”

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The modifications to the Agreement contained in this Seventeenth Supplemental

Agreement shall remain in effect only during the Amendment Period or the Series 2015A BondsPeriod, as applicable, and shall terminate automatically on the Amendment Termination Date,except (i) Sections LB and l.C, and any related definitions, which will continue in effect until all

series of bonds outstanding under the Agreement have been paid or deemed paid in full in

accordance with the Agreement and (ii) Sections l.F, G, H, I, J, K and L, and any relateddefinitions, which will continue in effect during the Series 2015A Bonds Period. The Authority

shall, and the Trustee shall be authorized to, notify all holders of bonds of the Amendment

Termination Date and the basis therefor.

2.

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 Trusteeassumes and shall be under no responsibility for the correctness ofthe same.

4. This Seventeenth Supplemental Agreement may be amended and supplemented in

accordance with the provisions ofArticle XI ofthe Agreement.

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

Agreement shall remain in full force and effect.

5.

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y, 

y 

p

above instrument; that he knows the seal thereof; that the seal affixed to said instrument is thecorporate seal of Puerto Rico Electric Power Authority; that it was so affixed by order of the

٥

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

٠ S by like order.

2m؛§

o ٦

٠

/&,

Affidavit# /?¿Û NOTARY PUBLIC

؛mission expires: N//؛١

*V A- مأق

F ORK )

io هدس ( ss.: Poado - NEW YORK)

On the day of ___________, in the year 2015, before me personally

, to me known, who, being by me duly sworn, did ___________________________ ; that he is an Assistant came depose and say that he resides at

Vice President of U.S. Bank National Association, the banking association described in andwhich executed the above instrument; that he knows the seal of said association; that the sealaffixed to said instrument is the corporate seal of said association; that it was so affixed by

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

authority.

NOTARY PUBLIC

My commission expires:

(SEAL)

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«٠

PUERTO RICO ELEC POWER AUTHORITY

(SEAL)

Ì&%

m By: s¿٠# Executive,Director

U.S.BANK NATIONAL ASSOCIATION,

as successor Trustee

By:.Vice President

Attest:

Trust Officer

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PUERTO RICO ELECTRIC POWER AUTHORITY

(SEAL)

.؛By

Executive Director

Attest:

Secretary

U.S.BANK NATIONAL ASSOCIATION,

"ByrTulie J. Bei

Vice President

Attest:

Vice President

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STATE OFM^SOTA )

) : ss.

COfOTY OF RAMSEY )

On the 30th day of July, 2015, before me personally came Julie J. Becker, to me known

who, being by me duly sworn, did depose and say that she resides at St. Paul, Minnesota; that she 

is a Vice President ofU.S. Bank National Association; and that she signed her name to the aboveinstrument.

JennifedW. Scobie

ا20١ا١<ة صهد :expires Commission My

II!؛!؟؛!.؟!؛؟?IE ES0W n NOTARYPtlß٧C٠

7اه2'1,ل. جاا٠سا۶%00^^\

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Any default or event of default under section 802(h) ofthe Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 502 of the

Trust Agreement insofar as such noncompliance or failure is a result of PREPA’s failure to revise the rates and charges for the services and facilities furnished by PREPA, or the result of

PREPA’s failure to revise its regulations in relation to the collection of bills for such services and

facilities.

2.

Any default or event of default under section 802(h) ofthe Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 503 or section

505 ofthe Trust Agreement, insofar as such noncompliance or failure is a result of PREPA’s use 

of monies from the General Fund to service its debt under the Citibank/Scotiabank Lines of

Credit.

3.

Any default or event of default under section 802(h) ofthe Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 504 of theTrust Agreement, insofar as such noncompliance or failure is a result of PREPA’s failure toadopt and file a budget that is consistent with the procedural and/or substantive requirements ofsection 504.

4.

Any default or event of default under section 802(h) ofthe Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 506 of the 

Trust Agreement, insofar as such noncompliance or failure is a result of PREPA’s failure totransfer monies from the General Fund to the Revenue Fund in a manner consistent with section

506.

5.

Any default or event of default under section 802(h) ofthe Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 507 of the

Trust Agreement, insofar as such noncompliance or failure is a result of PREPA’s failure to

transfer monies from the Revenue Fund to the Sinking Fund in a manner consistent with section

507.

6.

Any default or event of default under section 802(h) ofthe Trust Agreement as a

result of PREPA’s failure to comply with or perform its obligations under section 702 of the Trust Agreement, insofar as such noncompliance or failure is a result of PREPA’s failure tooperate in an efficient and economical manner, maintain the system in good repair and sound operating condition (including by making all necessary repairs, renewals and replacements), or

as a result of PREPA’s employment ofmore persons than are necessary and compliance with all

valid and applicable rules, regulations, and orders.

7.

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