EXHIBIT C

Retention Order

Case:17-03283-LTS Doc#:2741-3 Filed:03/19/18 Entered:03/19/18 18:57:52 Desc:

Exhibit C Page 1 of 4
IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

ORDER AUTHORIZING THE 

EMPLOYMENT OF JENNER & BLOCK LLP AS 

ATTORNEYS FOR THE COMMITTEE OF RETIRED EMPLOYEES 

 Upon the Application filed by the Official Committee of Retired Employees of Puerto Rico 

(the “Retiree Committee”) in these Title III Cases for entry of an order to employ the law firm of 

Jenner & Block LLP (“Jenner & Block”) as attorneys for the Retiree Committee effective as of 

June 16, 2017, pursuant to sections 105(a) and 1103(a) of title 11 of the United States Code (the 

“Bankruptcy Code”), made applicable to these cases pursuant to section 301(a) of the Puerto 

Rico Oversight, Management, and Economic Stability Act (“PROMESA”), 48 U.S.C. § 2161(a);2

and upon the Declaration of Robert Gordon in Support of the Application (the “Gordon 

 

1

 The Debtors in these jointly-administered PROMESA title III cases (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: (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 (Bankruptcy Case No. 17 BK 3284) (Last Four Digits of Federal Tax ID: 8474); (iii) Puerto 

Rico Highways and Transportation Authority (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal 

Tax ID: 3808); and (iv) Employees Retirement System of the Government of the Commonwealth of Puerto Rico 

(Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax ID: 9686). 

2

 PROMESA is codified at 48 U.S.C. §§ 2101–2241. Unless otherwise noted, all Bankruptcy Code sections 

cited in this Order are made applicable to these Title III Cases by section 301(a) of PROMESA. 

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) 

Case:17-03283-LTS Doc#:1002 Filed:08/10/17 Entered:08/10/17 17:12:48 Desc: Main

 Document Page 1 of 3

Case:17-03283-LTS Doc#:2741-3 Filed:03/19/18 Entered:03/19/18 18:57:52 Desc:

Exhibit C Page 2 of 4
081017 JENNER & BLOCK RETENTION ORDER VERSION AUGUST 10, 2017 2 

Declaration”); and the Court having heard the statements of counsel in support of the relief 

requested therein and at a hearing thereon (the “Hearing”); and the Court finding that (a) the Court 

has subject matter jurisdiction over this matter pursuant to PROMESA section 306(a), (b) Jenner 

& Block does not hold or represent any interest materially adverse to the Retiree Committee with 

respect to matters for which Jenner & Block is to be employed, and (c) the Retiree Committee’s 

employment of Jenner & Block is in the best interest of the Retiree Committee; and the Court 

finding that notice of the Application given by the Retiree Committee was sufficient under the 

circumstances and that no other or further notice is necessary; and the Court being fully advised 

in the premises and having determined that the legal and factual bases set forth in the Application, 

the Gordon Declaration, and at the Hearing on the Application establish just cause for the relief 

herein granted; it is hereby: 

 ORDERED, ADJUDGED AND DECREED THAT: 

1. The Application is GRANTED, as set forth herein. 

2. The Retiree Committee is authorized, pursuant to section 1103(a) of the Bankruptcy 

Code, to employ Jenner & Block as its counsel in these Title III Cases in accordance with the terms 

and conditions set forth in the Application, effective as of June 16, 2017. 

3. Jenner & Block shall be entitled to allowance and payment of compensation for 

professional services rendered and reimbursement of expenses incurred in connection with these 

Title III Cases as an administrative priority expense under section 503(b) of the Bankruptcy Code 

pursuant to any procedures established and required by PROMESA, this Court, and the United 

States Trustee. 

4. The Retiree Committee is authorized and empowered to take all actions necessary 

to implement the relief granted in this Order. 

Case:17-03283-LTS Doc#:1002 Filed:08/10/17 Entered:08/10/17 17:12:48 Desc: Main

 Document Page 2 of 3

Case:17-03283-LTS Doc#:2741-3 Filed:03/19/18 Entered:03/19/18 18:57:52 Desc:

Exhibit C Page 3 of 4
081017 JENNER & BLOCK RETENTION ORDER VERSION AUGUST 10, 2017 3 

5. The terms and conditions of this Order shall be immediately effective and 

enforceable upon its entry. 

6. This Court retains exclusive jurisdiction with respect to all matters arising from or 

related to the implementation, interpretation, and enforcement of this Order. 

7. This Order resolves docket entry no. 670. 

SO ORDERED. 

Dated: August 10, 2017 

 /s/ Laura Taylor Swain 

 LAURA TAYLOR SWAIN 

 United States District Judge

Case:17-03283-LTS Doc#:1002 Filed:08/10/17 Entered:08/10/17 17:12:48 Desc: Main

 Document Page 3 of 3

Case:17-03283-LTS Doc#:2741-3 Filed:03/19/18 Entered:03/19/18 18:57:52 Desc:

Exhibit C Page 4 of 4