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)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO 

RICO,

as representative of

THE PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY,

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

(Jointly Administered)

SIXTH 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

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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The Commonwealth of Puerto Rico (the “Commonwealth”), by and through the Puerto 

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

Highways and Transportation Authority (“HTA”) in its capacity as a Title III debtor, by and 

through the Financial Oversight and Management Board for Puerto Rico (the “Oversight 

Board”), as the representative of HTA, do hereby stipulate as follows:

RECITALS

A. On May 21, 2017, the Oversight Board issued a restructuring certification in

accordance with Section 206(b) of the Puerto Rico Oversight, Management, and Economic 

Stability Act (“PROMESA”).

B. On May 21, 2017, in accordance with Section 302(2) of PROMESA, the

Oversight Board filed a petition for relief on behalf of HTA, thereby commencing a case under 

Title III (the “HTA Title III Case”).

C. On April 26, 2019, the Court entered an order approving the First Amended

Stipulation Between the Commonwealth of Puerto Rico and the Puerto Rico Highways and 

Transportation Authority Regarding the Tolling of Statute of Limitations (the “First Amended 

Stipulation”) [ECF No. 5602].

D. On January 8, 2020, the Court entered an order approving the Second Amended

Stipulation Between the Commonwealth of Puerto Rico and the Puerto Rico Highways and 

Transportation Authority Regarding the Tolling of Statute of Limitations [ECF No. 668].

E. On August 11, 2020, the Court entered an order approving the Third Amended

Stipulation Between the Commonwealth of Puerto Rico and the Puerto Rico Highways and 

2 Unless otherwise specified, ECF numbers refer to the HTA Title III Case.

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Transportation Authority Regarding the Tolling of Statute of Limitations and Consent Order (the 

“Third Amended Stipulation”) [ECF No. 913].

F. On February 16, 2021, the Court entered an order approving the Fourth 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 (the 

“Fourth Amended Stipulation”) [ECF No. 980].

G. On July 29, 2021, the Court entered an order approving the Fifth 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 (the 

“Fifth Amended Stipulation”) [ECF No. 1055]

H. On November 3, 2021, the Oversight Board, on behalf of the Commonwealth,

ERS, and PBA, filed the Modified Eighth Amended Title III Joint Plan of Adjustment for the 

Commonwealth of Puerto Rico, et al. [Case No. 17-3283, ECF No. 19053] (the “Eighth 

Amended Plan”). The hearing to consider confirmation of the Eighth Amended Plan 

commenced on November 8, 2021 and concluded on November 23, 2021. A further modified 

version of the Eighth Amended Plan was filed on November 28, 2021 [Case No. 17-3283, ECF 

No. 19367] and its confirmation is under submission.

I. Commencement of the HTA Title III Case 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 HTA Title III Case 

pursuant to Section 301(a) of PROMESA, to protect HTA’s property wherever located.

J. 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 

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fraudulent transfers or unauthorized postpetition transfers between the Commonwealth and HTA 

are hereby defined as the “Avoidance Actions.”

K. Other claims between the Commonwealth and HTA may exist which must be

commenced in accordance with section 108(a)(2) of the Bankruptcy Code (such actions,

collectively, with the Avoidance Actions, are hereinafter referred to as the “Causes of Action”).

L. Certain holders or insurers of HTA bonds represented by the counsel set forth in

decretal paragraph 1 hereof are referred to as the “HTA Parties.”

M. The Commonwealth and HTA, through AAFAF and the Oversight Board,

respectively, have agreed to toll the statute of limitations in connection with the Causes of Action

as set forth below.

NOW THEREFORE, IT IS HEREBY AGREED THAT:

AGREEMENT

1. The period in which Causes of Action of the Commonwealth, on the one hand, and

HTA, on the other hand, must be commenced against one another (either directly or, subject to the 

rights of parties to contest, derivatively) 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 Sixth Amended Stipulation (and 1,171 days from and after the 

date on which the Statutory Deadlines would have expired in the absence of the First Amended 

Stipulation) unless the Commonwealth or HTA provide written notice of early termination (the 

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

the HTA Parties, by serving a copy of such Termination Notice upon (i) Milbank LLP, 55 Hudson 

Yards, New York, NY 10001, Attn: Dennis F. Dunne, Esq. and Atara Miller, Esq. by email 

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transmission (ddunne@milbank.com and amiller@milbank.com), (ii) Weil, Gotshal & Manges 

LLP, 767 Fifth Avenue, New York, NY 10153, Attn: Robert Berezin, Esq. and Kelly DiBlasi, 

Esq., by email transmission (robert.berezin@weil.com and kelly.diblasi@weil.com), (iii) 

Cadwalader Wickersham & Taft LLP, 200 Liberty Street, New York, NY 10281, Attn: Mark C. 

Ellenberg, Esq. and Casey J. Servais, Esq., by email transmission (mark.ellenberg@cwt.com and 

casey.servais@cwt.com), and (iv) Butler Snow LLP, 2911 Turtle Creek Blvd., Suite 1400, Dallas, 

TX 75219, Attn: Martin A. Sosland, Esq., by email transmission 

(martin.sosland@butlersnow.com), and (c) counsel to the statutory committee of unsecured 

creditors appointed in the Commonwealth and HTA Title III Cases (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 in the Sixth Amended Stipulation), 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 either the Commonwealth or HTA in connection with any such 

Cause of Action, other than the applicable statute of limitations, laches, or any other time-related 

defense, except that the Commonwealth and HTA expressly reserve the right to assert 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 this Sixth Amended Stipulation, (ii) 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, 

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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 Sixth Amended

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 the Commonwealth or HTA, 

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 which was timely asserted.

2. For the avoidance of doubt, the Statutory Deadlines with respect to the HTA

Revenue Causes of Action (as defined in the Third Amended Stipulation) were not extended by 

the Third Amended Stipulation, the Fourth Amended Stipulation, or the Fifth Amended 

Stipulation, and are likewise not extended in the Sixth Amended Stipulation to the extent the time 

to bring such claims has not already expired.

3. The Commonwealth and HTA shall have the right to extend the period set forth in

Paragraph 1(a) 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 HTA Parties and the Creditors’ 

Committee in the matter set forth above; provided, however, that, in the event that the Creditors’ 

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

seek, by motion to the Court, 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.

4. The persons signing this Sixth Amended Stipulation on behalf of the Oversight

Board, the Commonwealth, and HTA have the authority to bind such parties.

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5. This Sixth Amended Stipulation shall apply to and be binding upon the

Commonwealth and HTA, together with their successor and assigns, including, without limitation, 

any trustee which may be appointed pursuant to section 926 of the Bankruptcy Code in either the 

HTA Title III Case or the Commonwealth Title III Case.

6. Notwithstanding not being parties hereto, creditors of the Commonwealth and

HTA, including, without limitation, the HTA Parties, shall be expressly deemed third party 

beneficiaries of this Sixth Amended Stipulation.

7. Except as expressly provided herein, this Sixth Amended Stipulation shall not be

amended or modified without the prior written consent of the HTA Parties and the Creditors’ 

Committee.

8. This Sixth Amended Stipulation shall become effective upon the date the Court

enters an order approving this Stipulation (the “Stipulation Effective Date”).

9. This Sixth Amended Stipulation and the rights, interests and defenses referred to

herein extend to any claims or causes of action that could be brought or asserted against the 

Commonwealth or HTA officials solely in their official capacity (it being expressly understood 

that neither the Commonwealth nor HTA would seek to impose monetary liability on any such 

officers, but rather, would only assert claims and causes of action against any such officers in their 

official capacity).

[Remainder of page intentionally left blank.]

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Dated: January 5, 2022

San Juan, Puerto Rico

/s/ Martin J. Bienenstock

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-Álvarez

Hermann D. Bauer-Álvarez

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/ John J. Rapisardi

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

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