COMMONWEALTH OF PUERTO RIO
PUERTO RICO ELECTRIC POWER AUTHORITY
2015-P00054E
FIFTH AMENDMENT
PROFESSIONAL SERVICES AGREEMENT
APPEAR
AS FIRST PARTY: THE PUERTO RICO ELECTRIC POWER AUTHORITY, a
public corporation and government instrumentality of the Commonwealth of Puerto
Rico, created by Act of May 2, 1941, No. 83, as amended, represented in this act by its
Executive Director, Ricardo L. Ramos Rodriguez, of legal age, married and resident of
Caguas, Puerto Rico (hereinafter referred to as "PREPA").
AS SECOND PARTY:
CLEARY GOTTLIEB STEEN & HAMILTON LLP a
limited liability partnership incorporated and existing under the laws of the State of New
York, United States of America, with a place of business at One Liberty Plaza, New
York, New York 10006, herein represented by Richard J. Cooper, Member, of legal age,
arried, and resident of New York, New York USA, whose authority of representation is
evidenced by that certain Certificate of Registration of Cleary Gottlieb Steen & Hamilton
LLP dated December 16, 2004 filed with the New York Department State Department of
State Division of Corporations, State Records & UCC (hereinafter referred to as
"Cleary").
Both, PREPA and Cleary, will jointly be referred to as "the Parties".
WITNESSETH
WHEREAS, PREPA and Cleary executed a Professional Services Agreement on
December 11, 2014 under which Cleary provides PREPA specialized legal services with
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respect to the evaluation and implementation of restructuring alternatives and related
matters (the "Agreement").
WHEREAS, the Agreement provided that the term during which it shall be in
effect (the "Agreement Period") shall be a period of one (1) year from the date of its
execution.
WHEREAS, as established in the THIRD clause of the Agreement as
compensation for the services rendered, PREPA agreed and Cleary accepted that the
total amount to be paid under the Agreement (the "Agreement Amount") shall not
exceed five million dollars ($5,000,000). Notwithstanding this, as also set forth in the
THIRD clause, nothing therein shall preclude the Parties from agreeing to increase said
amount.
WHEREAS, the Parties executed the First Amendment to the Agreement on
August 11, 2015.
Through said amendment, the Parties increased the Agreement
Amount by five million dollars ($5,000,000), to a total Agreement Amount of ten million
dollars ($10,000,000).
WHEREAS, the Parties executed the Second Amendment to the Agreement on
December 9, 2015. Through said amendment, the Parties increased the Agreement
Amount by six million five hundred thousand dollars ($6,500,000), to a total Agreement
Amount of sixteen million five hundred thousand dollars ($16,500,000), and extended
the Agreement Period through June 30, 2016.
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WHEREAS, the Parties executed the Third Amendment to the Agreement on
June 30, 2016.
Through said amendment, the Parties increased the Agreement
Amount by six hundred thousand dollars ($600,000), to a total Agreement Amount of
seventeen million one hundred thousand dollars ($17,100,000), and extended the
Agreement Period through December 15, 2016.
WHEREAS, the Parties executed the Fourth Amendment to the Agreement on
December 15, 2016. Through said amendment, the Parties extended the Agreement
Period through March 15, 2017, with no amendment to the Agreement Amount.
Therefore, the Agreement will expire by its own terms on March 15, 2017.
WHEREAS, since the execution of the Agreement, Cleary has performed
significant work related to PREPA's restructuring and negotiation process with its
creditors. Due to the changes in PREPA's administrative structure it is desirable to
conduct an orderly transition and transfer of information to its new directors and
representatives in such procedures.
WHEREAS, in order to achieve the above stated purposes, the Parties agreed to
extend the Agreement Period through April 30, 2017.
The Parties also agreed to
reduce the Agreement Amount to be paid for services rendered under the Agreement
up to $14,977,096. Therefore, after having paid the invoice for services rendered during
the month of February 2017, the remaining balance for the payment of services
rendered by Cleary from March 16, 2017 until April 30, 2017 is $600,000.
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NOW, THEREFORE, PREPA and Cleary enter into this Fifth Amendment to the
Agreement under the following:
TERMS AND CONDITIONS
ONE: Unless otherwise specified, all acronyms or capitalized words referenced
in this Fifth Amendment shall have the meaning set forth in the Agreement.
TWO: The Parties agree to amend the SECOND clause of the Agreement to
provide that the Agreement Period shall expire on April 30, 2017.
THREE:
The Parties agree to amend the Third clause of the Agreement to
provide that the total amount to be paid under this Agreement shall not exceed Nine
Hundred and Seventy Seven Thousand, Ninety Six dollars ($14,977,096).
FOURTH:
All other terms and conditions of the Agreement, not inconsistent
with this Fifth Amendment shall remain in full force and effect. This Fifth Amendment
does not constitute a novation of the Agreement.
IN WITNESS THEREOF, the Parties hereto execute this Fifth Amendment to the
Professional Services Agreement, this
PUERTO RICO ELECTRIC
POWER AUTHORITY
Ricardo L. Ramos Rodriguez
Title: Executive Director
Tax ID: 66-0433747
/
^
day of March, 2017.
CLEARY GOTTLIEB STEEN &
HAMILTON, LLP
FIFTH AMENDMENT
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HAMILTON\CLEARY - QUINTA ENMIENDA\FIFTH AMENDMENT CLEARY.docx