Corporate Tn1st Services
60 Livingston Avenue
St. Paul, MN 55107-2292
Puerto Rico Electric Power Authority
(Formerly Puerto Rico Water Resources Authority)
Power Revenue and Power Revenue Refunding Bonds
CUSIP NOS. (See Attached Exhibit A)
Please fonvard this notice to beneficial holders.
U.S. Bank National Association serves as trustee (solely in that capacity, the "Trustee") under
that ce1tain Trust Agreement dated as of January 1, 1974 (as amended, supplemented or otherwise
modified from time to time, the "Trust Agreement"), by and between it, as Trustee, and Puerto Rico
Electric Power Authority (the "Authority"), pursuant to which the Pue1to Rico Electric Power Authority
Power Revenue and Power Revenue Refunding Bonds (the "Bonds") were issued. As indicated in a prior
notice from the Trustee, the Trust Agreement was most recently modified by a Sixteenth Supplemental
Agreement dated as of August l, 2014 (the "Sixteenth Supplement"). Terms used and not otherwise
defined in this notice have the meanings given to them in the Trust Agreement.
The Trustee entered into the Sixteenth Supplement in accordance with Section 1102 of the Trust
Agreement at the request of the Authority and with the consent of the holders, or entities that had the
contractual power to consent to amendments on behalf of holders, of more than 60% of the aggregate
principal amount of the Bonds outstanding (the "Amending Creditors"). The Sixteenth Supplement was
entered into in connection with a Forbearance Agreement between the Authority and ce1tain Amending
Creditors and included provisions intended to facilitate a stable negotiation process during a forbearance
period set to end on March 31, 2015, subject to potential early termination. Entty into the Sixteenth
Supplement and the associated Forbearance Agreement followed the enactment by the Commonwealth of
Pue1to Rico of The Pue1to Rico Public Corporation Debt Enforcement and Recove1y Act in June 2014,
and the failure by the Authority to deposit sufficient Revenues in the Bond Service Account before July l,
2014, to fund, in full, principal and interest payments due on the Bonds on that date without resort by the
Trustee to approximately $41.6 million of funds in the Reserve Account.
The Sixteenth Supplement includes, among other things, provisions that restrict the authority of
the Trustee to send notices of default and to enforce remedies during a tempora1y Amendment Period (as
defined in the Sixteenth Supplement), unless requested to do so by the holders of an increased percentage
of the outstanding principal amount of the Bonds. These provisions are no longer effective after the
Amendment Termination Date (as defined in the Sixteenth Supplement), which occurred on March 31,
2015.
All regularly scheduled payments of interest on the Bonds due on October 1, 2014, January l,
2015 and April 1, 2015 have been paid using funds from the Reserve Account, except to the extent of
available federal subsidy payments. As a result of these payments, the Trustee is currently holding
approximately $236,453, 141 in the Reserve Account, which is not sufficient, by itself, to fully fund the
regularly scheduled payments of interest and principal matlll'ities due on July I, 2015. The Authority has
not deposited additional Revenues with the Trustee since June 2014. Amounts held by the Trustee in the
Reserve Account are subject to the investment provisions of the Trust Agreement and include, among
other things, approximately $95,434,574.59 of short-term Time Deposits at the Government Development
Bank for Pue1to Rico held by the Trustee at the direction of the Authority.
Since the execution of the Sixteenth Supplement, the Authority and the Amending Creditors have
been engaged in negotiations as contemplated by the Forbearance Agreement. The Trustee has
participated in several meetings relating to these negotiations and has been provided with information
relating thereto on an ongoing basis. Due to applicable confidentiality agreements relating to the
negotiations, the Trustee is not pe1mitted to disclose certain of the information available to it. The
Trustee has been informed that the forbearance period set forth in the Forbearance Agreement, originally
set to terminate on March 31, 2015, has been extended by agreement of the Authority and the Amending
Creditors until April 15, 2015 (the "Extended Forbearance Period"), and the Amending Creditors
continue to negotiate with the Authority. The Trustee does not presently anticipate being directed to take
any actions under the Trust Agreement during the Extended Forbearance Period. This extension of the
Forbearance Agreement does not extend the Amendment Period in the Sixteenth Supplement.
To date, the fees and expenses of the Trustee have been paid by the Authority as required by the
Trust Agreement. The Trustee has not been informed by the Authority that it intends to refuse to pay
such amounts in the future, but the Trustee reserves all related rights and remedies under the Trust
Agreement including, without limitation, the right to exercise priority rights of payment and liens upon
trust funds to pay fees and expenses relating to the administration of its duties under the Trust Agreement
before paying amounts owed to the holders of Bonds, and to establish appropriate reserves related to the
foregoing if the circumstances warrant.
Holders with questions regarding this notice should direct them in writing to Julie J. Becker, Vice
President, U.S. Bank National Association, 60 Livingston Avenue, St. Paul, MN 55107. Holders with
other questions may contact Bondholder Services at (800) 934-6802, option #4; or, at their web site,
located at www.usbank.com/corp trust/bondholder contact.html.
The Trustee may conclude that a specific response to particular inquiries from individual holders
may not be appropriate either because the disclosure in question may not be in the best interest of all
holders or may not be consistent with the equal and full dissemination of information to all holders. The
Trustee makes no recommendations and gives no investment advice, and holders should not rely upon the
Trustee as their sole source of information for any decisions in relation to the Bonds.
U.S. Bank National Association,
as successor Trustee
April 9, 2015
2
Exhibit A
CUSIPSNOS.
74526QA36
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