EXHIBIT C

Retention Order

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IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

ORDER (I) ESTABLISHING PROCEDURES FOR RETIREE ACCESS TO 

INFORMATION PURSUANT TO 11 U.S.C. §§ 105(a), 1102(b)(3) AND 1103(a) AND (II) 

EMPLOYING MARCHAND ICS GROUP IN CONNECTION THEREWITH

Upon the motion (the “Motion”)2 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 

(i) establish procedures for retiree access to information, and (ii) employ Marchand ICS Group 

(“Marchand”) in connection therewith, pursuant to §§ 105(a) and 1102(b)(3) of title 11 of the 

United States Code (the “Bankruptcy Code”), made applicable to these cases pursuant to §301(a) 

of the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”), 48 

 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 Capitalized terms not otherwise defined herein have the same meaning assigned to them in the Motion.

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)

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RETIREE COMMITTEE INFORMATION ACCESS ORDER VERSION OCTOBER 6, 2017 2

U.S.C. §2161(a);3 and upon the Declaration of Jorge Marchand Sifre in support of the Motion (the 

“Marchand Declaration”); and the Court finding that (a) the Court has subject matter jurisdiction 

over this matter pursuant to PROMESA §306(a), (b) Marchand does not hold or represent any 

interest materially adverse to the Retiree Committee with respect to matters for which Marchand

is to be employed, and (c) the Retiree Committee’s employment of Marchand is in the best interest 

of the Retiree Committee; and the Court finding that notice of the Motion 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 Motion and the Marchand Declaration establish just cause for the relief herein 

granted; it is hereby:

ORDERED, ADJUDGED AND DECREED THAT:

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

2. Dissemination of Information to Retirees. The Retiree Committee may, until the 

earliest to occur of dissolution of the Retiree Committee, dismissal of these Title III Cases, or

further order of the Court, set up and maintain a website. For the sake of efficiency and economy 

and ease of access by retirees, the Retiree Committee proposes to keep retirees informed as 

required by the statute by directing them to a website, established and maintained by Marchand as 

directed by the Retiree Committee and as set forth in greater detail herein, which will maintain, 

among other things, specific links for case information contain including links to the Prime Clerk 

website for these Title III Cases, as well as to the Prime Clerk website maintained by the UCC. 

Further, in fulfillment of its obligation to solicit and receive comments from retirees as set forth in 

 3 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. 

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RETIREE COMMITTEE INFORMATION ACCESS ORDER VERSION OCTOBER 6, 2017 3

§1102(b)(3)(B) of the Bankruptcy Code, the Retiree Committee’s website information page(s) will 

include contact information for the Retiree Committee’s counsel, including an inquiry form, to 

allow retirees to send questions and comments in connection with these cases to the Retiree 

Committee’s counsel.

3. Limitation on Access to Information for Retirees. The Retiree Committee requests 

that it shall not be required to disseminate to any entity (all references to “entity” herein shall be 

as defined in §101(15) of the Bankruptcy Code, “Entity”), without further order of the Court, 

confidential information (as defined further in footnote 4, the “Confidential Information”)4 as 

well as information that is subject to the attorney-client or some other state, federal or other 

jurisdictional law privilege, whether such privilege is solely controlled by the Retiree Committee 

or is a joint privilege with some other party (“Privileged Information”). In addition, the Retiree 

Committee proposes that it not be required to provide access to information or solicit comments 

from any Entity that has not demonstrated to the satisfaction of the Retiree Committee, in its sole 

 4 For purposes of this Order, the term “Confidential Information” shall mean (i) all matters discussed at

Retiree Committee meetings (whether or not memorialized in any minutes thereof) not generally available 

to the public, and (ii) all nonpublic information of, or concerning, the Debtors or any of their 

instrumentalities, including, without limitation, nonpublic information concerning the assets, liabilities, 

businesses, projections, analyses, compilations, studies, and documents of the Debtors or any of their nonDebtor instrumentalities, which is furnished, disclosed, or made known to the Retiree Committee, by the 

Debtors or any of their non-Debtor instrumentalities or their agents or advisors, whether intentionally or 

unintentionally, and in any manner, including in written form (including, any notes, summaries, 

compilations, memoranda, or other written materials disclosing or discussing Confidential Information, 

whether prepared by the Debtors or the Retiree Committee or their respective advisors), orally, or through 

any electronic, facsimile or computer-related communication. Confidential Information shall also include 

(a) any written Confidential Information that is marked as confidential by the Debtors or their agents and 

(b) any other Confidential Information conveyed to the Retiree Committee orally that the Debtors or their 

advisors or other agents advise the Retiree Committee should be treated as confidential. Notwithstanding 

any of the foregoing, Confidential Information shall not include any information or portions of information 

that: (i) is or becomes generally available to the public or is or becomes available to the Retiree Committee 

on a non-confidential basis, in each case to the extent that such information became so available other than 

by a violation of a contractual, legal, or fiduciary obligation to the Debtors or any of their non-Debtor 

instrumentalities; or (ii) was in the possession of the Retiree Committee prior to its disclosure by the Debtors 

or any of their non-Debtor instrumentalities and is not subject to any other duty or obligation to maintain 

confidentiality.

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RETIREE COMMITTEE INFORMATION ACCESS ORDER VERSION OCTOBER 6, 2017 4

discretion, or to the Court, that it holds claims of the kind represented by the Retiree Committee.

4. Identifying Confidential Information. The Debtors shall assist the Retiree 

Committee in identifying any Confidential Information concerning the Debtors that is provided by 

the Debtors or their agents or professionals, or by any third party, to the Committee, its agents and 

professionals; provided, however, that the Debtors’ failure to specifically designate information as 

“Confidential Information” shall not mean the documents, communications, information or other 

materials do not constitute Confidential Information.

5. Retiree Information Requests. If a retiree (the “Requesting Retiree”) submits a 

written request to the Retiree Committee (the “Information Request”) for the Retiree Committee 

to disclose information, the Retiree Committee shall, as soon as practicable, but no more than 

twenty (20) business days after receipt of the Information Request, (a) provide a response to the 

Information Request (the “Response”), either by providing access to the information requested or 

the reasons the Information Request cannot be complied with and (b) provide the Debtors with 

(i) notice of the Information Request within five (5) business days of the Retiree Committee’s 

receipt of the Information Request and (ii) a copy of the Response at least five (5) business days 

before it is disseminated. If the Response is to deny the Information Request because the Retiree 

Committee believes the Information Request implicates Confidential Information that need not be 

disclosed pursuant to the terms of this Order or otherwise under §1102(b)(3)(A), because the 

Debtors object to such disclosure, or because the Information Request is unduly burdensome, the 

Requesting Retiree may, after a good faith effort to meet and confer with an authorized 

representative of the Retiree Committee and the Debtors regarding the Information Request and 

the Response, seek to compel such disclosure for cause pursuant to a motion. Such motion shall 

be served on (i) the U.S. Trustee; (ii) the Office of the United State Attorney for the District of 

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RETIREE COMMITTEE INFORMATION ACCESS ORDER VERSION OCTOBER 6, 2017 5

Puerto Rico; (iii) the FOMB and its counsel; (iv) the Puerto Rico Fiscal Agency and Financial 

Advisory Authority and its counsel; (v) the UCC and its counsel; (vi) the insurers of the bonds 

issued or guaranteed by the Debtors; (vii) counsel to certain ad hoc groups of holders of bonds 

issued or guaranteed by the Debtors;5 and (vii) all parties that have filed a notice of appearance in 

the Title III Cases, and the hearing on such motion shall be noticed and scheduled in accordance 

with the Bankruptcy Rules, Local Rules, and procedural orders of this Court. The Requesting 

Retiree may direct the Retiree Committee to serve any such motion. The Retiree Committee shall 

not object to any Requesting Retiree’s request to participate in any such hearing by telephone 

conference. Nothing herein shall be deemed to preclude the Requesting Retiree from requesting 

(or the Retiree Committee or the Debtors from objecting to such request) that the Retiree 

Committee provide the Requesting Retiree a log or other index of any information specifically 

responsive to the Requesting Retiree’s request that the Retiree Committee deems to be 

Confidential Information or Privileged Information; provided, however, that the log or index does 

not contain any Confidential Information or Privileged Information. Furthermore, nothing herein 

shall be deemed to preclude the Requesting Retiree from requesting that the Court conduct an in 

camera review of any information specifically responsive to the Requesting Retiree’s request that 

the Retiree Committee asserts is Confidential Information or Privileged Information. The Retiree 

Committee proposes that the Debtors have the right to object to any request for Confidential 

Information, and nothing herein should in any way limit any of the Debtors’ rights.

6. Response to Information Request. In its Response to an Information Request for 

access to Confidential Information, the Retiree Committee shall consider whether (a) the 

 5 Which include the Mutual Fund Group, the Ad Hoc Group of General Obligation Bondholders, 

the COFINA Senior Bondholders’ Coalition, and the QTCB Noteholder Group, each as such group 

is defined at Docket Nos. 28, 68, 216, and 134, respectively. 

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RETIREE COMMITTEE INFORMATION ACCESS ORDER VERSION OCTOBER 6, 2017 6

Requesting Retiree is willing to agree to reasonable confidentiality and trading restrictions 

approved by the Debtors with respect to such Confidential Information and represents that such 

trading restrictions and any information screening process complies with applicable securities 

laws; and (b) under the particular facts, such agreement and any information-screening process 

that it implements will reasonably protect the confidentiality of such information;6

 provided, 

however, that so long as the Retiree Committee complies with the requirements of paragraph 7

below, if the Retiree Committee elects to provide access to Confidential Information on the basis 

of such confidentiality and trading restrictions, the Retiree Committee shall have no responsibility 

for the Requesting Retiree’s compliance with, or liability for violation of, applicable securities or 

other laws. Any disputes with respect to this paragraph shall be resolved as provided in the 

preceding paragraph, and, to the extent applicable, the next paragraph.

7. Release of Confidential Information of Third Parties. If any Information Request 

implicates Confidential Information of the Debtors (or any other Entity) and the Retiree Committee 

agrees that such request should be satisfied, or if the Committee of its own accord determines to 

disclose such Confidential Information to retirees, the Retiree Committee may demand (the 

“Demand”) for the benefit of the retirees: (a) if the Confidential Information is information with 

respect to the Debtors (or any of their non-Debtor instrumentalities), by submitting a written 

request, each captioned as a “Retiree Committee Information Demand,” to counsel for the Debtors 

stating that such information will be disclosed in the manner described in the Demand unless the 

 6 In addition, if the Requesting Retiree is involved in purchasing, selling, or trading claims against 

the Debtors, the Requesting Retiree must file with the Court and serve upon counsel to the Retiree 

Committee and the Debtors, and the United States Trustee, a document confirming that it has 

established an information screening barrier that will be enforced, that no Confidential Information 

or Privileged Information will be revealed to purchasers, sellers, or claims traders or any persons 

or entities involved in trading of claims and listing the names of the person that has been designated 

as monitor to ensure compliance with the provisions hereof. 

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Debtors object to such Demand on or before fifteen (15) days after the service of such Demand; 

and, if the Debtors raise such an objection, the Debtors, the Retiree Committee, and the Requesting 

Retiree shall work in good faith to resolve the Debtors’ objection to the Demand, provided that if

the Debtors’ objection is not resolved, the Debtors, the Retiree Committee or the Requesting 

Retiree may schedule a hearing with the Court to seek a ruling with respect to the Demand and no 

production shall be made with respect to information subject to an objection until the Court has 

ruled on the Demand; and (b) if the Confidential Information is information with respect to another 

Entity, by submitting a written request to such Entity and its counsel of record, with a copy to 

Debtors’ counsel, stating that such information will be disclosed in the manner described in the 

Demand unless such Entity or the Debtors object to such Demand on or before fifteen (15) days 

after the service of such Demand; and if the Debtors or the Entity raise an objection, the Debtors, 

the Retiree Committee, the Entity, and the Requesting Retiree shall work in good faith to resolve 

the Debtors’ or the Entity’s objection, provided that if not resolved, the Debtors, the Entity, the 

Retiree Committee, or the Requesting Retiree may schedule a hearing with the Court seeking a 

ruling with respect to the Demand, and no production shall be made with respect to information 

subject to an objection until the Court has ruled on the Demand.

8. Exculpation. None of the Debtors, the Retiree Committee, its members and any of 

their respective directors, officers, employees, members, attorneys, consultants, advisors and 

agents (acting in such capacity) (collectively, the “Exculpated Parties”), shall have or incur any 

liability to any Entity (including the Debtors and their instrumentalities) for any act taken or 

omitted to be taken in connection with the preparation, dissemination, or implementation of the 

Retiree Information Protocol, the committee website and other information to be provided pursuant 

to §1102(b)(3) of the Bankruptcy Code; provided, however, that the foregoing shall not affect the 

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liability of any Exculpated Party protected pursuant to this paragraph that otherwise would result 

from any such act or omission to the extent that such act or omission is determined in a final nonappealable order to have constituted a breach of fiduciary duty, gross negligence, or willful 

misconduct, including, without limitation, fraud and criminal misconduct, or the breach of this 

paragraph or the Retiree Information Protocol. Without limiting the foregoing, the exculpation 

provided in this paragraph shall be coextensive with any Exculpated Party’s qualified immunity 

under applicable law.

9. Rule 2004 Examination. The Retiree Committee further requests that any

information received (formally or informally) by the Retiree Committee from any Entity in 

connection with an examination pursuant to Rule 2004 of the Federal Rules of Bankruptcy 

Procedure or in connection with any formal or informal discovery in any contested matter, 

adversary proceeding or other litigation shall not be governed by this Order, but rather, by any 

order governing such discovery; provided, however, that any information received by the Retiree 

Committee from the Debtors shall be governed by the terms of this Order and the Retiree 

Committee bylaws.

10. Employment of Marchand. The Retiree Committee is authorized, pursuant to 

§1103(a) of the Bankruptcy Code, to employ Marchand as its information agent in these Title III 

Cases, effective as of July 21, 2017, in accordance with the terms and conditions set forth in the 

Motion and in the Marchand Engagement Letter. Marchand 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 

§503(b) of the Bankruptcy Code pursuant to any procedures established and required by 

PROMESA, this Court, and the United States Trustee, including this Court’s Order Setting 

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Procedures For Interim Compensation And Reimbursement Of Expenses Of Professionals. [Dkt. 

No. 1150.]. 

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

to implement the relief granted in this Order.

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

enforceable upon its entry.

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

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

14. This Order resolves docket entry no. 1280. 

SO ORDERED.

Dated: October 6, 2017

 /s/ Laura Taylor Swain 

LAURA TAYLOR SWAIN

United States District Judge

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