230109 TOLLING STIPULATION.DOCX VERSION JANUARY 9, 2023 1

UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO 

RICO,

as representative of

THE COMMONWEALTH OF PUERTO 

RICO, et al.,

Debtors.1

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

SEVENTH AMENDED STIPULATION AND CONSENT ORDER BETWEEN TITLE III 

DEBTORS (OTHER THAN COFINA) AND THE PUERTO RICO FISCAL AGENCY 

AND FINANCIAL ADVISORY AUTHORITY ACTING ON BEHALF OF THE 

GOVERNMENTAL ENTITIES LISTED ON EXHIBIT “B” REGARDING THE 

TOLLING OF STATUTE OF LIMITATIONS

The Commonwealth of Puerto Rico (the “Commonwealth”), the Employees Retirement 

System of the Government of the Commonwealth of Puerto Rico (“ERS”), the Puerto Rico 

Highways and Transportation Authority (“HTA”), and the Puerto Rico Electric Power Authority 

(“PREPA”), each in its capacity as a Title III debtor (the Commonwealth, ERS, HTA, and 

PREPA together the “Title III Debtors”), and each by and through the Financial Oversight and 

Management Board for Puerto Rico (the “Oversight Board”), as the representative of Title III 

1 The Debtors in these Title III cases, along with each Debtor’s respective Title III case number listed as a 

bankruptcy case number due to software limitations and the last four (4) digits of each Debtor’s federal tax 

identification number, as applicable, are the (i) Commonwealth of Puerto Rico (the “Commonwealth”) (Bankruptcy 

Case No. 17-BK-3283 (LTS)) (Last Four Digits of Federal Tax ID: 3481), (ii) Employees Retirement System of the 

Government of the Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17-BK-3566 (LTS)) (Last Four 

Digits of Federal Tax ID: 9686), (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy 

Case No. 17-BK-3567 (LTS)) (Last Four Digits of Federal Tax ID: 3808), (iv) Puerto Rico Sales Tax Financing 

Corporation (“COFINA”) (Bankruptcy Case No. 17-BK-3284 (LTS)) (Last Four Digits of Federal Tax ID: 8474), 

(v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-BK-4780 (LTS)) (Last Four Digits 

of Federal Tax ID: 3747), and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case No. 19-BK5523 (LTS)) (Last Four Digits of Federal Tax ID: 3801).

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230109 TOLLING STIPULATION.DOCX VERSION JANUARY 9, 2023 2

Debtors and the Puerto Rico Fiscal Agency and Financial Advisory Authority (“AAFAF”) on

behalf of the entities set forth on Exhibit B (the “Governmental Entities”) to this stipulation 

hereby stipulate as follows:

RECITALS

A. In accordance with Section 302(2) of PROMESA, the Oversight Board has filed a 

petition for relief on behalf of each of the Title III Debtors, thereby commencing a case under 

Title III for each Title III Debtor (the “Title III Cases”).

B. On May 2, 2019, the Court entered an order approving the Stipulation and 

Consent Order Between Title III Debtors (Other Than COFINA) and the Puerto Rico Fiscal 

Agency and Financial Advisory Authority Acting on Behalf of the Governmental Entities Listed 

on Appendix “A” Regarding the Tolling of Statute of Limitations (the “Stipulation”) [ECF No. 

6812].

C. On February 3, 2020, the Court entered an order approving the First Amended 

Stipulation and Consent Order Between Title III Debtors (Other Than COFINA) and the Puerto 

Rico Fiscal Agency and Financial Advisory Authority Acting on Behalf of the Governmental 

Entities Listed on Appendix “A” Regarding the Tolling of Statute of Limitations [ECF No. 

10606].

D. On August 6, 2020, the Court entered an order approving the Second Amended 

Stipulation and Consent Order Between Title III Debtors (Other Than COFINA) and the Puerto 

Rico Fiscal Agency and Financial Advisory Authority Acting on Behalf of the Governmental 

Entities Listed on Appendix “A” Regarding the Tolling of Statute of Limitations [ECF No. 

13997].

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E. On February 2, 2021, the Court entered an order approving the Third Amended 

Stipulation and Consent Order Between Title III Debtors (Other Than COFINA) and the Puerto 

Rico Fiscal Agency and Financial Advisory Authority Acting on Behalf of the Governmental

Entities Listed on Exhibit “B” Regarding the Tolling of Statute of Limitations [ECF No. 15795].

F. On July 16, 2021, the Court entered an order approving the Fourth Amended 

Stipulation and Consent Order Between Title III Debtors (Other Than COFINA) and the Puerto 

Rico Fiscal Agency and Financial Advisory Authority Acting on Behalf of the Governmental 

Entities Listed on Exhibit “B” Regarding the Tolling of Statute of Limitations [ECF No. 17394].

G. On January 18, 2022, the Court entered the Order and Judgment Confirming 

Modified Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto 

Rico, the Employees Retirement System of the Government of the Commonwealth of Puerto Rico, 

and the Puerto Rico Public Buildings Authority [ECF No. 19813]. 

H. On January 21, 2022, the Court entered an order approving the Fifth Amended 

Stipulation and Consent Order Between Title III Debtors (Other Than COFINA) and the Puerto 

Rico Fiscal Agency and Financial Advisory Authority Acting on Behalf of the Governmental 

Entities Listed on Exhibit “A” Regarding the Tolling of Statute of Limitations [ECF No. 19857].

I. On March 15, 2022, the Oversight Board filed a Notice of (A) Entry of Order 

Confirming Modified Eighth Amended Title III Plan of Adjustment of the Commonwealth of 

Puerto Rico, et al. Pursuant to Title III of PROMESA and (B) Occurrence of the Effective Date

[ECF No. 20349].

J. On July 29, 2022, the Court entered an order approving the Sixth Amended 

Stipulation and Consent Order Between Title III Debtors (Other Than COFINA) and the Puerto 

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Rico Fiscal Agency and Financial Advisory Authority Acting on Behalf of the Governmental 

Entities Listed on Exhibit “B” Regarding the Tolling of Statute of Limitations [ECF No. 21657].

K. On October 12, 2022, the Court entered the Order and Judgment Confirming 

Modified Fifth Amended Title III Plan of Adjustment of the Puerto Rico Highways and 

Transportation Authority [Case No. 17-03567, ECF No. 1415].

L. On December 6, 2022, the Oversight Board filed a Notice of (A) Entry of Order 

Confirming Modified Fifth Amended Title III Plan of Adjustment of the Puerto Rico Highways 

and Transportation Authority Pursuant to Title III of PROMESA and (B) Occurrence of the 

Effective Date [Case No. 17-03567, ECF No. 1450]. 

M. Commencement of the Title III Cases triggered, subject to any applicable 

statutory exceptions, the operation of the automatic stay, extant pursuant to section 362 of title 

11 of the United States Code (the “Bankruptcy Code”), and applicable to the Title III Cases

pursuant to Section 301(a) of PROMESA, to protect Title III Debtors’ property wherever 

located.

N. Actions with respect to claims subject to the limitation periods contained in 

sections 546(a) and 549(d) of the Bankruptcy Code, including, without limitation, alleged 

fraudulent transfers or unauthorized post-petition transfers between any of the Title III Debtors, 

on the one hand and the Governmental Entities, on the other hand, are hereby defined as the 

“Avoidance Actions.”

O. Other claims of the Title III Debtors against any of the Governmental Entities 

may exist, which must be commenced in accordance with section 108(a)(2) of the Bankruptcy 

Code (such other actions together with Avoidance Actions, the “Causes of Action”).

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P. In order to protect the Title III Debtors’ rights and interests, the Oversight Board 

on behalf of the Title III Debtors and AAFAF on behalf of the Governmental Entities 

(collectively, the “Parties”) have agreed to toll the statute of limitations in connection with the 

Causes of Action.

NOW THEREFORE, IT IS HEREBY AGREED THAT:

AGREEMENT

1. The period in which Causes of Action of the Title III Debtors must be 

commenced against any of the Governmental Entities pursuant to sections 546(a), 549(d), and 

108(a)(2) of the Bankruptcy Code (the “Statutory Deadlines”) shall be tolled such that the 

Statutory Deadlines shall expire one hundred and eighty (180) days after the date on which the 

Statutory Deadlines would have expired in the absence of this Seventh Amended Stipulation

(and 1,531 days after the date on which the Statutory Deadlines would have expired in the 

absence of the Stipulation) unless the Commonwealth or AAFAF provides written notice of early 

termination (the “Termination Notice”) to (a) the Court, through the filing of an informative 

motion, and (b) counsel to the statutory committee of unsecured creditors appointed in the cases 

other than COFINA (the “Creditors’ Committee”), by serving a copy of such Termination Notice 

upon Paul Hastings LLP, 200 Park Avenue, New York, NY 10166, Attn: Luc A. Despins, Esq., 

by email transmission (lucdespins@paulhastings.com), in which case, the Statutory Deadlines 

shall expire on the date that is one hundred fifty (150) days from the delivery of such 

Termination Notice plus the number of days between the Stipulation Effective Date (as defined 

below), and the date on which the Statutory Deadlines would have expired in the absence of this 

Stipulation to the Court; provided, however, that the foregoing is without prejudice to (y) the 

rights, interests, and defenses that may be raised by AAFAF or any of the Governmental Entities 

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in connection with any such Causes of Action, other than the applicable statute of limitations, 

laches, or any other time-related defense, except that AAFAF and the Governmental Entities 

expressly reserve the right to argue that (i) any applicable statute of limitation or statute of repose 

applicable to a Cause of Action expired prior to the date of execution of the Stipulation; (ii) that

Section 108(a) of the Bankruptcy Code does not apply to extend the time for filing any Cause of 

Action to which a statute of repose applies; and (iii) a statute of repose may not be extended by 

an agreement of the parties; provided, however, that any party reserves the right to oppose any 

such argument; and, provided, further, that, if a statute of repose may be extended by an 

agreement of the parties, this Stipulation shall serve as such an agreement, and (z) the treatment 

of the Statutory Deadlines or any Cause of Action as may be provided in a plan of adjustment for 

any of the Title III Debtors, subject to the approval, effectiveness, and consummation of any 

such plan of adjustment; provided, however, that any such plan of adjustment may not 

retroactively terminate or reduce the Statutory Deadlines applicable to any Cause of Action that

was timely asserted.

2. The Parties hereto shall have the right to extend the period set forth in Paragraph 

1 above for a period specified in writing upon thirty (30) days’ prior written notice and service of 

such notice upon the Court and counsel for the Creditors’ Committee; provided, however, that, in 

the event that the Creditors’ Committee opposes such extension or any of the terms thereof, the 

Creditors’ Committee may seek upon notice and a hearing, to terminate the existing tolled statute 

of limitations period prior to the applicable expiration date, or to preclude the contemplated 

extension thereof. 

3. The persons signing this Stipulation on behalf of the Oversight Board, the Title III 

Debtors, and AAFAF (on behalf of the Governmental Entities) have the authority to bind such 

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parties. AAFAF’s authority exists under Act 2-2017, the Enabling Act of the Fiscal Agency and 

Financial Advisory Authority.

4. This Stipulation shall apply to and be binding upon the Title III Debtors, AAFAF, 

and the Governmental Entities, together with their successor and assigns, including, without 

limitation, any trustee that may be appointed pursuant to section 926 of the Bankruptcy Code in 

the Title III Cases, or any other party or person granted authority to pursue a Cause of Action (all 

rights to object to any application to appoint a trustee pursuant to section 926 of the Bankruptcy 

Code or to otherwise seek authority to pursue a Cause of Action are expressly preserved). 

5. This Stipulation shall become effective upon the date the Court enters an order 

approving this Stipulation (the “Stipulation Effective Date”). 

6. Notwithstanding anything contained in this Stipulation to the contrary, it is the 

intent of the Title III Debtors and the effect of this Stipulation to extend the Statutory Deadlines 

as to Causes of Action of the type described in recitals N and O hereof as among all Title III 

Debtors other than COFINA. For the avoidance of doubt, nothing in this Seventh Amended 

Stipulation shall affect the Statutory Deadlines set forth in the (i) Supplemental Stipulation 

Between the Commonwealth of Puerto Rico and the Employees Retirement System of the 

Government of the Commonwealth of Puerto Rico Regarding the Tolling of Statute of 

Limitations and Order [ECF No. 10293]; and (ii) Seventh Amended Stipulation Between the 

Commonwealth of Puerto Rico and the Puerto Rico Highways and Transportation Authority 

Regarding the Tolling of Statute of Limitations and Consent Order [ECF No. 21659] (as may be 

amended, modified, or supplemented).

[Remainder of page intentionally left blank.]

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Dated: December 16, 2022

San Juan, Puerto Rico

/s/ Brian S. Rosen

Martin J. Bienenstock

Brian S. Rosen

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Attorneys for the Financial

Oversight and Management Board

as Representative for the Debtors 

Co-Attorneys for the Financial

Oversight and Management Board

as Representative for the Debtors

/s/ Peter Friedman

John J. Rapisardi

Maria DiConza

Matthew Kremer

(Admitted Pro Hac Vice)

O’MELVENY & MYERS LLP

Seven Times Square

New York, NY 10036

Tel: (212) 326-2000

Fax: (212) 326-2061

-and-

/s/ Luis C. Marini-Biaggi

Luis C. Marini-Biaggi

USDC No. 222301

Carolina Velaz-Rivero

USDC No. 300913

MARINI PIETRANTONI MUÑIZ LLC

250 Ponce De León Ave., Suite 900

San Juan, Puerto Rico 00917

Tel: (787) 705-2171

Fax: (787) 936-7494

Peter M. Friedman

(Admitted Pro Hac Vice)

1625 Eye Street, NW

Washington, D.C. 20006

Tel: (202) 383-5300 

Fax: 202) 383-5414

Co-Attorneys for the Puerto Rico

Fiscal Agency and Financial

Advisory Authority

Attorneys for the Puerto Rico

Fiscal Agency and Financial

Advisory Authority

SO ORDERED.

Dated: January 9, 2023 /s/ Laura Taylor Swain

LAURA TAYLOR SWAIN

United States District Judge

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Exhibit B

1. Additional (Electronic) Lottery

2. Agricultural Enterprises Development Administration

3. Automobile Accidents Compensation Administration

4. Cardiovascular Center Corporation of Puerto Rico and the Caribbean

5. Commonwealth of Puerto Rico Regional Center Corporation

6. Company for the Integral Development of the “Península de Cantera”

7. Corporation for the “Caño Martin Peña” Project (ENLACE)

8. Corporation of Industries for the Blind and Mentally Retarded and Incapacitated Persons 

of Puerto Rico

9. Culebra Conservation and Development Authority

10. Economic Development Bank for Puerto Rico

11. Employment and Training Enterprises Corporation

12. Farm Insurance Corporation of Puerto Rico

13. Fine Arts Center Corporation

14. Institute of Puerto Rican Culture

15. Judiciary Retirement System (JRS)

16. Land Authority of Puerto Rico

17. Local Redevelopment Authority of the Lands and Facilities of Naval Station Roosevelt 

Roads

18. Model Forest

19. Municipal Revenue Collection Center (CRIM)

20. Musical Arts Corporation

21. Port of the Americas Authority

22. PR Aqueduct and Sewer Authority (PRASA)

23. PR Infrastructure Finance Authority (PRIFA)

24. PR Maritime Shipping Authority

25. PR Medical Services Administration (ASEM)

26. Public Building Authority (PBA)

27. Public Corporation for the Supervision and Deposit Insurance of Puerto Rico 

Cooperatives (COSSEC)

28. Puerto Rico and Municipal Islands Transport Authority

29. Puerto Rico Conservatory of Music Corporation

30. Puerto Rico Convention Center District Authority (PRCCDA)

31. Puerto Rico Health Insurance Administration (HIA / ASES)

32. Puerto Rico Industrial Development Company (PRIDCO)

33. Puerto Rico Industrial, Tourist, Educational, Medical, and Environmental Control 

Facilities Financing Authority (AFICA)

34. Puerto Rico Integrated Transit Authority (PRITA)

35. Puerto Rico Land Administration

36. Puerto Rico Metropolitan Bus Authority (AMA)

37. Puerto Rico Municipal Finance Agency (MFA)

38. Puerto Rico Ports Authority

39. Puerto Rico Public Broadcasting Corporation

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40. Puerto Rico Public Private Partnerships Authority (PPP)

41. Puerto Rico School of Plastic Arts

42. Puerto Rico Telephone Authority 

43. Puerto Rico Tourism Company 

44. Puerto Rico Trade and Export Company 

45. Solid Waste Authority 

46. Special Communities Perpetual Trust 

47. State Insurance Fund Corporation (SIF) 

48. Teachers’ Retirement System (TRS)

49. The Children’s Trust Fund (CTF) 

50. Traditional Lottery 

51. Unemployment Insurance Fund 

52. University of Puerto Rico (UPR) 

53. University of Puerto Rico Comprehensive Cancer Center

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