Hearing: February 7, 2017, at 9:30 a.m. AST

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 

Case No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

 Debtor.

PROMESA

Title III 

Case No. 17 BK 4780-LTS

Court Filing Relates Only to PREPA 

and Shall Only be Filed in Case No. 

17 BK 4780-LTS

URGENT MOTION OF THE FINANCIAL OVERSIGHT

AND MANAGEMENT BOARD FOR PUERTO RICO FOR LEAVE TO

EXCEED PAGE LIMIT IN ITS REPLY BRIEF IN SUPPORT OF URGENT MOTION 

OF THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO 

RICO FOR ENTRY OF ORDER CLARIFYING SCOPE OF INTERIM HEARING ON 

URGENT JOINT MOTION OF THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO AND THE PUERTO RICO FISCAL AGENCY AND 

FINANCIAL ADVISORY AUTHORITY FOR ENTRY OF INTERIM AND FINAL 

ORDERS (A) AUTHORIZING POSTPETITION SECURED FINANCING, (B) 

 1

 The Debtors in the jointly-administered 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 (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) 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); (iv) Puerto Rico Highways 

and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal 

Tax ID: 3808); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-

LTS) (Last Four Digits of Federal Tax ID: 3747). (Title III case numbers are listed as Bankruptcy Case numbers 

due to software limitations).

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GRANTING PRIMING LIENS AND PROVIDING SUPERPRIORITY 

ADMINISTRATIVE EXPENSE CLAIMS, (C) MODIFYING THE AUTOMATIC STAY, 

(D) SCHEDULING A FINAL HEARING, AND (E) GRANTING RELATED RELIEF

To the Honorable United States District Court Judge Laura Taylor Swain:

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

Board”), as the representative of the Puerto Rico Electric Power Authority (“PREPA”) in this 

Title III case pursuant to section 315(b) of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA”),2 respectfully submits this urgent motion (the “Urgent 

Motion”), requesting the entry of an order, substantially in the form annexed hereto as Exhibit A

(the “Proposed Order”), allowing it to exceed the five (5) page limit set forth in the Order 

Scheduling Briefing in Connection with the Urgent Motion Seeking Clarification of the Scope of 

the Interim Financing Hearing [Case No. 17-04780-LTS; ECF No. 559] (the “Scheduling 

Order”) for replies in support of its Urgent Motion for Entry of Order Clarifying Scope of 

Interim Hearing on Urgent Joint Motion of the Financial Oversight and Management Board for 

Puerto Rico and the Puerto Rico Fiscal Agency and Financial Advisory Authority for Entry of 

Interim and Final Orders (a) Authorizing Postpetition Secured Financing, (b) Granting Priming 

Liens and Providing Superpriority Administrative Expense Claims, (c) Modifying the Automatic 

Stay, (d) Scheduling a Final Hearing, and (e) Granting Related Relief [ECF No. 557] (the 

“Scope Motion”) by filing one reply addressing all objections and responses (the “Responses”) 

to its Scope Motion, not to exceed six (6) pages, exclusive of the cover page, the table of 

contents, the table of authorities, the signature page, exhibits, and the certificate of service (the 

“Reply”).

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

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Jurisdiction and Venue

1. The United States District Court for the District of Puerto Rico (the “Court”) has 

subject matter jurisdiction over this matter pursuant to PROMESA § 306(a).

2. Venue is proper pursuant to PROMESA § 307(a).

Relief Requested

3. On January 31, 2018, the Oversight Board filed the Scope Motion [ECF No. 557].

4. On January 31, 2018, the Court issued the Scheduling Order, which provides that 

any reply to the Responses to the Scope Motion is “not to exceed 5 pages.” Scheduling Order at 

2.

5. Between January 31, 2018 and February 1, 2018, five (5) separate Responses 

were filed in connection with the Scope Motion [ECF Nos. 558, 565, 569, 573, and 584], while 

five (5) motions joining such Responses were also filed [ECF Nos. 561, 564, 578, 581, and 582].

6. Rather than filing five (5) separate Replies to the aforementioned Responses, in 

the interest of efficiency and for the convenience of the Court, the Oversight Board filed a single

Reply jointly addressing all five (5) Responses.

7. However, given the number of the Responses that are to be addressed in the

Reply, the Oversight Board was unable to meet the five-page limit set forth in the Scheduling 

Order.

8. Accordingly, the Oversight Board respectfully requests leave to file a Reply not to 

exceed six (6) pages, exclusive of the cover page, the signature page, exhibits, and the certificate 

of service.

9. The Oversight Board posits that the request made herein is reasonable in light of 

the circumstances described above.

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10. Moreover, the Oversight Board hereby certifies that there is a true need for urgent 

relief and that such urgency was not created through any lack of due diligence. 

11. Finally, no prior request for the relief sought in this Urgent Motion has been made 

to this or any other court.

WHEREFORE the Oversight Board respectfully requests the Court to enter the Proposed 

Order attached as Exhibit A, granting an extension of the page limit of the Reply to six (6) pages 

and all other relief as is just and proper.

[Remainder of Page Intentionally Left Blank]

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Dated: February 2, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock

Martin J. Bienenstock (pro hac vice)

Paul V. Possinger (pro hac vice)

Ehud Barak (pro hac vice)

Maja Zerjal (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 as Representative for 

PREPA

/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

Co-Attorneys for the Financial Oversight 

and 

Management Board as Representative for 

PREPA

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CERTIFICATE OF SERVICE

I hereby certify that, on this same date, I electronically filed the foregoing with the Clerk 

of the Court using the CM/ECF system, which will send notifications of such filing to all 

CM/ECF participants in this case.

/s/Hermann D. Bauer 

Hermann D. Bauer

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EXHIBIT A

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 

Case No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

 Debtor.

PROMESA

Title III 

Case No. 17 BK 4780-LTS

Court Filing Relates Only to PREPA 

and Shall Only be Filed in Case No. 

17 BK 4780-LTS

[PROPOSED] ORDER ON URGENT MOTION OF THE FINANCIAL OVERSIGHT

AND MANAGEMENT BOARD FOR PUERTO RICO FOR LEAVE TO

EXCEED PAGE LIMIT IN ITS REPLY BRIEF IN SUPPORT OF URGENT MOTION 

OF THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO 

RICO FOR ENTRY OF ORDER CLARIFYING SCOPE OF INTERIM HEARING ON 

URGENT JOINT MOTION OF THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO AND THE PUERTO RICO FISCAL AGENCY AND 

FINANCIAL ADVISORY AUTHORITY FOR ENTRY OF INTERIM AND FINAL 

 1

 The Debtors in the jointly-administered 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 (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) 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); (iv) Puerto Rico Highways 

and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal 

Tax ID: 3808); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-

LTS) (Last Four Digits of Federal Tax ID: 3747). (Title III case numbers are listed as Bankruptcy Case numbers 

due to software limitations).

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ORDERS (A) AUTHORIZING POSTPETITION SECURED FINANCING, (B) 

GRANTING PRIMING LIENS AND PROVIDING SUPERPRIORITY 

ADMINISTRATIVE EXPENSE CLAIMS, (C) MODIFYING THE AUTOMATIC STAY, 

(D) SCHEDULING A FINAL HEARING, AND (E) GRANTING RELATED RELIEF

Upon the Urgent Motion of the Financial Oversight and Management Board for Puerto 

Rico for Leave to Exceed Page Limit in its Reply Brief in Support of Urgent Motion of the 

Financial Oversight and Management Board for Puerto Rico for Entry of Order Clarifying 

Scope of Interim Hearing on Urgent Joint Motion of the Financial Oversight and Management 

Board for Puerto Rico and the Puerto Rico Fiscal Agency and Financial Advisory Authority for 

Entry of Interim and Final Orders (a) Authorizing Postpetition Secured Financing, (b) Granting 

Priming Liens and Providing Superpriority Administrative Expense Claims, (c) Modifying the 

Automatic Stay, (d) Scheduling a Final Hearing, and (e) Granting Related Relief (the “Urgent 

Motion”); 2 and the Court having found it has subject matter jurisdiction over this matter 

pursuant to section 306(a) of PROMESA; and it appearing that venue in this district is proper 

pursuant to section 307(a) of PROMESA; and the Court having found that PREPA provided 

adequate and appropriate notice of the Urgent Motion under the circumstances and that no other 

or further notice is required; and upon the record herein, after due deliberation thereon, the Court 

having found that good and sufficient cause exists for the granting of the relief as set forth 

herein,

IS HEREBY FOUND AND DETERMINED THAT:

1. The Urgent Motion is GRANTED as set forth herein.

 2 Capitalized terms not otherwise defined herein shall have the meanings given to them in the Urgent Motion.

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2. The Oversight Board may file one Reply addressing all objections and responses (the 

“Responses”) to its Scope Motion, not to exceed 6 pages, exclusive of the cover page,

the signature page, exhibits, and the certificate of service.

3. The Court shall retain jurisdiction to hear and determine all matters arising from the 

implementation of this Order.

Dated:___________________

__________________________________

UNITED STATES DISTRICT JUDGE

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