EXHIBIT B

[Proposed] Order 

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UNITED STATES DISTRICT COURT 

FOR THE 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) 

STIPULATION AND AGREED ORDER RESOLVING 

PROOF OF CLAIM OF YOMAIRA CARABALLO NIEVES (CLAIM NO. 58229) 

PURSUANT TO ALTERNATIVE DISPUTE RESOLUTION PROCEDURES 

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

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

as the sole Title III representative of the Commonwealth pursuant to section 315(b) of the Puerto 

Rico Oversight, Management, and Economic Stability Act (“PROMESA”),2 on the one hand, and 

Yomaira Caraballo Nieves (the “Claimant,” and together with the Commonwealth, the “Parties”), 

on the other hand, hereby enter into this stipulation (the “Stipulation”) as follows: 

1

 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four (4) 

digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of Puerto Rico 

(“Commonwealth”) (Bankruptcy Case No. 17-BK-3283- LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) 

Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17-BK-3284-LTS) (Last Four 

Digits of Federal Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy 

Case No. 17-BK-3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) 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); (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-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case 

numbers are listed as Bankruptcy Case numbers due to software limitations). 

2

 PROMESA is codified at 48 U.S.C. §§ 2101–2241. 

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RECITALS 

A. On May 3, 2017, the Oversight Board issued a restructuring certification pursuant 

to sections 104(j) and 206 of PROMESA and filed a voluntary petition for relief for the 

Commonwealth pursuant to PROMESA section 304(a), commencing a case under Title III thereof 

(the “Commonwealth Title III Case”). 

B. By operation of PROMESA and pursuant to PROMESA section 315(b), the 

Oversight Board is the representative of the Commonwealth as debtor in its Title III Case. 

C. The Court has subject matter jurisdiction over this matter pursuant to PROMESA 

section 306(a), and venue is proper in this District pursuant to PROMESA section 307(a). 

D. On February 15, 2018, the Court entered an Order (A) Establishing Deadlines and 

Procedures for Filing Proofs of Claim and (B) Approving Form and Manner of Notice Thereof 

(the “Bar Date Order”) [Case No. 17-3283, ECF No. 2521], pursuant to which, among other things, 

the Court directed that creditors file proofs of claim in the Title III Cases by the dates set forth in 

the Bar Date Order. 

E. On June 7, 2018, Yomaira Caraballo Nieves filed Proof of Claim No. 58229, 

asserting pre-petition liabilities in the amount of $300,000,000.00 for treatment under a plan of 

reorganization, (the “Settled Claim”). 

F. On April 1, 2020, this Court entered the Order (A) Authorizing Alternative Dispute 

Resolution Procedures, (B) Approving Additional Form of Notice, and (C) Granting Related Relief 

[ECF No. 12576] (the “ADR Order”). The ADR Order authorized the Commonwealth, the Puerto 

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

Authority (“HTA”), the Employees Retirement System of the Government of the Commonwealth 

of Puerto Rico (“ERS”), and the Puerto Rico Public Buildings Authority (“PBA,” and together 

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with the Commonwealth, PREPA, HTA, and ERS, the “Debtors”) to resolve general unsecured 

claims using the procedures approved by the court in the ADR Order [ECF No. 12576-1] (“ADR 

Procedures”). 

G. On August 24, 2020, pursuant to the ADR Order, the Debtors transferred the Settled 

Claim into the ADR Procedures through the Second Notice of Transfer of Claims to Alternative 

Dispute Resolution [ECF No. 14090]. 

H. Pursuant to section 2 of the ADR Order, the Parties have engaged in an Offer 

Exchange (as defined in the ADR Procedures) to settle the validity and amount of the Settled 

Claim, and have determined that the Settled Claim should be allowed in the amount and the terms 

described below. 

NOW, THEREFORE, in consideration of the foregoing, the Parties hereby agree as 

follows: 

AGREEMENT 

1. This Stipulation shall not become effective unless and until it is approved by order 

of the Court (the “Effective Date”). 

2. Upon the Effective Date, the Settled Claim shall be deemed and allowed in the 

amount of $10,000.00. 

3. Other than with respect to the Settled Claim, the Claimant hereby irrevocably 

waives any and all claims (as defined in section 101(5) of the Bankruptcy Code) related to the 

Settled Claim, against any of the Debtors, their affiliates, and estates, and is hereby barred from 

asserting any and all such claims whatsoever, whether known or unknown, presently existing, 

whether or not asserted, and whether found in fact or law or in equity, existing at any time. 

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4. The claim shall be deemed to be a general unsecured claim and will be treated as 

such under any plan of adjustment for the Commonwealth. 

5. The Title III Debtors’ claims and noticing agent, Kroll Restructuring 

Administration LLC, and the Clerk of the Court are authorized and directed to update the 

Debtor’s claims register maintained in the Debtor’s Title III Case to reflect the allowance of the 

Settled Claim. 

6. The Parties hereto each represent and warrant that they are duly authorized to enter 

into and be bound by this Stipulation, that they know of no contractual commitment or legal 

limitation of, impediment to, or prohibition against their entry into this Stipulation, and that this 

Stipulation is legal, valid, and binding upon them. 

7. Nothing in this Stipulation nor any statement made, action, or position taken, or 

document prepared or executed in connection with the negotiation, execution, or implementation 

of this Stipulation shall (a) be deemed to be, or construed as, (i) an admission by any party of any 

liability, wrongdoing, act, or matter or that any claim or defense has or lacks merit, (ii) a waiver 

of the Debtor’s rights to setoff or recoup any claim, (iii) a waiver of Claimant’s or the Debtor’s 

rights to determine and/or contest the applicability of a discharge to the Settled Claim pursuant to 

11 U.S.C. § 944, as made applicable to these proceedings by virtue of PROMESA section 301(a), 

or (iv) an approval or assumption of any agreement or contract between the Parties under 

Bankruptcy Code section 365; or (b) impair any right, power, or obligation or be considered a 

waiver of any such right, power or obligation the Parties hereto have with respect to any valid and 

existing agreements between the Parties hereto, which agreements remain in full force and effect 

and are not modified hereby. 

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8. This Stipulation contains the entire agreement by and between the Parties hereto with 

respect to the subject matter hereof, and all prior understandings or agreements, if any, are merged 

into this Stipulation. 

9. This Stipulation shall be construed and interpreted in accordance with the laws of Puerto 

Rico. For purposes of construing this Stipulation, neither of the Parties shall be deemed to have 

been the drafter of the Stipulation. 

10. This Stipulation may not be modified other than by a signed writing executed by the Parties 

hereto. 

11. This Court shall retain jurisdiction to hear and determine all matters or disputes 

arising from or related to this Stipulation or the Settled Claim. 

12. This Stipulation may be executed in multiple counterparts, any of which may be 

transmitted by facsimile or electronic mail, and each of which will be deemed an original, but all 

of which together will constitute one instrument. 

SO ORDERED. 

Dated: 

Honorable Judge Laura Taylor Swain 

United States District Judge 

Dated: 

Yomaira Caraballo Nieves 

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Dated: November 14, 2022 /s/ Hermann D. Bauer 

Hermann D. Bauer 

USDC No. 215205 

Gabriel A. Miranda 

USDC No. 306704 

O’NEILL & BORGES LLC 

250 Muñoz Rivera Ave., Suite 800 

San Juan, PR 00918-1813 

Tel: (787) 764-8181 

Fax: (787) 753-8944 

/s/ Martin J. Bienenstock 

Martin J. Bienenstock (pro hac vice) 

Brian S. Rosen (pro hac vice) 

PROSKAUER ROSE LLP 

Eleven Times Square 

New York, NY 10036 

Tel: (212) 969-3000 

Fax: (212) 969-2900 

Attorneys for the Financial 

Oversight and Management Board 

for Puerto Rico, as representative for 

the Commonwealth of Puerto Rico 

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