230109 HTA 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)

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)

EIGHTH 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 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 [Case No. 17-3283, ECF No. 19813].

I. On January 21, 2022, the Court entered an order approving the 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 (the 

“Sixth Amended Stipulation”) [ECF No. 1126].

J. 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

[Case No. 17-3283, ECF No. 20349].

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K. On July 29, 2022, the Court entered an order approving the 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 (the 

“Seventh Amended Stipulation”) [ECF No. 1321].

L. 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 [ECF No. 1415]. 

M. 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 [ECF No. 1450]. 

N. 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.

O. 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 the Commonwealth and 

HTA are hereby defined as the “Avoidance Actions.”

P. 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”).

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Q. 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.”

R. 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 Eighth Amended Stipulation (and 1,531

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 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. 

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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 Eighth 

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 Eighth 

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, 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 Eighth 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, 

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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. 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, the Fifth Amended Stipulation,

the Sixth Amended Stipulation, or the Seventh Amended Stipulation, and are likewise not 

extended in the Eighth 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 Eighth Amended Stipulation on behalf of the Oversight 

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

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

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

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

either the HTA Title III Case or the Commonwealth Title III Case.

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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 Eighth Amended Stipulation.

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

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

Committee.

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

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

9. This Eighth 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: 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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