Hearing Date: June 28, 2017 at 9:30 a.m. (Prevailing Eastern Time)

Objection Deadline: June 16, 2017 at 4:00 p.m. (Prevailing Eastern Time)

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

-------------------------------------------------------------x

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.,

 Debtors.1

-------------------------------------------------------------x

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 EMPLOYEES RETIREMENT 

SYSTEM OF THE GOVERNMENT OF THE 

COMMONWEALTH OF PUERTO RICO (“ERS”),

 Debtor.2

-------------------------------------------------------------x

PROMESA

Title III

No. 17 BK 3566-LTS

(Joint Administration Requested)

This Application relates only to ERS 

and HTA and shall be filed in the lead 

Case No. 17 BK 3283-LTS, Case No. 

17 BK 3566-LTS (ERS) and Case No. 

17 BK 3567-LTS (HTA).

 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 (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 

3481); and (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case 

No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 8474).

2 The last four (4) digits of ERS’s federal tax identification number are 9686.

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-------------------------------------------------------------x 

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of 

THE PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY (“HTA”),

 Debtor.3

-------------------------------------------------------------x

PROMESA

Title III

No. 17 BK 3567-LTS

(Joint Administration Requested)

This Application relates only to ERS 

and HTA and shall be filed in the lead 

Case No. 17 BK 3283-LTS, Case No. 

17 BK 3566-LTS (ERS) and Case No. 

17 BK 3567-LTS (HTA).

APPLICATION OF DEBTORS FOR ENTRY OF ORDER AUTHORIZING 

EMPLOYMENT AND PAYMENT OF EPIQ BANKRUPTCY SOLUTIONS,

LLC AS SERVICE AGENT, NUNC PRO TUNC TO PETITION DATE

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

The Commonwealth of Puerto Rico (the “Commonwealth”), the Puerto Rico Sales Tax 

Financing Corporation (“COFINA”), the Puerto Rico Highways and Transportation Authority 

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

Puerto Rico (the “ERS,” and together with the Commonwealth, COFINA, and HTA, the 

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

“Oversight Board”), as the Debtors’ representative pursuant to section 315(b) of the Puerto Rico 

Oversight, Management, and Economic Stability Act (“PROMESA”),4 respectfully submit this

application (the “Application”), pursuant to section 105(a) of title 11 of the United Stated Code 

(the “Bankruptcy Code”), made applicable to these cases by PROMESA section 301(a), and 

Rule 2002 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), made 

applicable to these cases by PROMESA section 310, for entry of an order, substantially in the 

form attached hereto as Exhibit C (the “Proposed Order”), authorizing the employment and 

 3 The last four (4) digits of HTA’s federal tax identification number are 3808.

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

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payment of Epiq Bankruptcy Solutions, LLC (“Epiq”) as the official service agent (the “Service

Agent”) in the HTA/ERS Title III Cases (as defined below), effective nunc pro tunc to the 

HTA/ERS Petition Date (as defined below). The terms of Epiq’s employment are set forth in the 

engagement agreement, dated as of May 21, 2017, between Epiq and the Oversight Board

(the “Engagement Agreement”).

5 This Application requests issuance of the Proposed Order, 

authorizing the Debtors to pay Epiq all amounts arising under the Engagement Agreement. If

there is any inconsistency between this Application, the Proposed Order, and the Engagement 

Agreement, the Debtors respectfully request that the Proposed Order govern. In support of this 

Application, the Debtors submit the Declaration of Deirdre A. McGuinness (the “McGuinness

Declaration”).

6 In support of the Application, the Debtors respectfully represent as follows: 

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 section 306(a).

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

3. The statutory predicates for the relief sought herein are Bankruptcy Code section 

105(a) and Bankruptcy Rule 2002, made applicable to these title III cases by PROMESA 

sections 301(a) and 310, respectively.

Background

4. On June 30, 2016, the Oversight Board was established under PROMESA section 

101(b). On August 31, 2016, President Obama appointed the Oversight Board’s seven voting 

members.

 5 The Engagement Agreement is attached as Exhibit A to this Application and incorporated 

herein by reference.

6 The McGuinness Declaration is attached as Exhibit B to this Application.

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5. Pursuant to PROMESA section 315, “[t]he Oversight Board in a case under this 

title is the representative of the debtor[s]” and “may take any action necessary on behalf of the 

debtor[s] to prosecute the case[s] of the debtor[s], including filing a petition under section 304 of 

[PROMESA] . . . or otherwise generally submitting filings in relation to the case[s] with the 

court.”

6. On September 30, 2016, the Oversight Board designated the Debtors as covered 

entities under PROMESA section 101(d).

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

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

Commonwealth pursuant to section 304(a) of PROMESA, commencing a case under title III 

thereof (the “Commonwealth’s Title III Case”).

8. On May 5, 2017, the Oversight Board issued a restructuring certification pursuant 

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

pursuant to PROMESA section 304(a), commencing a case under title III thereof (together with 

the Commonwealth’s Title III Case, the “Initial Title III Cases”).

9. On May 21, 2017 (the “HTA/ERS Petition Date”), the Oversight Board issued a 

restructuring certification pursuant to PROMESA sections 104(j) and 206 and filed a voluntary 

petition for relief for ERS and HTA pursuant to PROMESA section 304(a), commencing cases 

under title III thereof (the “HTA/ERS Title III Cases,” and collectively with the Initial Title III

Cases, the “Title III Cases”).

10. On May 26, 2017, Judge Laura Taylor Swain was designated as the presiding 

judge in the HTA/ERS Title III Cases. See In re Employees Retirement System of the 

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Government of the Commonwealth of Puerto Rico, Case No. 17-3566 [ECF No. 16]; In re 

Puerto Rico Highways and Transportation Authority, Case No. 17-3567 [ECF No. 7].

11. On June 1, 2017, the Court entered an order granting the joint administration of 

the Initial Title III Cases, for procedural purposes only [ECF No. 242]. Contemporaneously 

herewith, the Debtors filed a motion seeking the joint administration of the Initial Title III Cases

and the HTA/ERS Title III Cases.

12. Background information regarding the Commonwealth and its instrumentalities, 

and the commencement of the instant Title III Cases, is contained in the Notice of Statement of 

Oversight Board in Connection with PROMESA Title III Petition [ECF No. 1], attached to the 

Commonwealth’s Title III petition.

Relief Requested

13. By this Application, the Debtors request entry of the Proposed Order, requiring 

payment of all amounts arising under the Engagement Agreement governing the employment 

relationship of the Debtors with Epiq as Service Agent in the HTA/ERS Title III Cases effective 

nunc pro tunc to the HTA/ERS Petition Date.

Basis for Relief

I. Pertinent Facts

A. Epiq

14. Epiq’s senior management is comprised of leading industry professionals with 

significant experience in both the legal and administrative aspects of large, complex cases under 

the Bankruptcy Code. Epiq’s professionals have experience in servicing, noticing, claims 

administration, solicitation, balloting, and facilitating other administrative aspects of bankruptcy 

cases. The Debtors and their creditors will benefit from Epiq’s retention because Epiq has 

developed efficient and cost-effective methods in this area of expertise, and is fully equipped to 

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handle the volume of mailing involved in properly sending the required notices to creditors in the 

HTA/ERS Title III Cases. Epiq has substantial experience in bankruptcy cases, and has acted as 

the official service and notice agent in numerous bankruptcy cases. See, e.g., In re Emas 

Chiyoda Subsea Limited, Case No. 17-31146 (MI) (Bankr. S.D. Tex. Mar. 1, 2017); In re Illinois 

Power Generating Co., Case No. 16-36326 (MI) (Bankr. S.D. Tex. Jan. 25, 2017); In re Scout 

Media Inc., Case No. 16-13369 (MEW) (Bankr. S.D.N.Y. Dec. 20, 2016); In re Basic Energy 

Services, Inc., Case No. 16-12320 (KJC) (Bank. D. Del. Oct. 26, 2016); In re American Gilsonite 

Company, Case No. 16-12316 (CSS) (Bankr. D. Del. Oct. 26, 2016); In re Atlas Res. Partners, 

LP, Case No. 16-12149 (SHL) (Bankr. S.D.N.Y. Aug. 8, 2016); In re Halcon Resources 

Corporation, Case No. 16-11724 (BLS) (Bankr. D. Del. July 29, 2016); In re Warren Resources 

Inc., Case No. 16-32760 (MI) (Bankr. S.D. Tex. June 2, 2016); In re Dex Media, Inc., Case No. 

16-11200 (KG) (Bank. D. Del. May 15, 2016); In re Offshore Group Investment Limited, Case 

No. 15-12422 (BLS) (Bankr. D. Del. Dec. 04, 2015); In re Fresh & Easy, LLC, Case No. 15-

12220 (BLS) (Bank. D. Del. October 30, 2015); In re Allen Systems Group, Inc., Case No. 15-

10332 (KJC) (Bankr. D. Del. Feb. 18, 2015); In re Deb Stores Holding, LLC, Case No. 14-12676 

(KG) (Bankr. D. Del. Dec. 4, 2014); In re AWI Delaware, Inc., Case No. 14-12092 (KJC) 

(Bankr. D. Del. Sept. 9, 2014); In re Natrol, Inc., Case No. 14-11446 (BLS) (Bankr. D. Del. June 

11, 2014); In re Energy Future Holdings Corp., Case No. 14-10979 (CSS) (Bankr. D. Del, May 

2, 2014); In re F & H Acquisition Corp., Case No. 13-13220 (KG) (Bankr. D. Del. Dec. 17, 

2013); In re TPO Hess Holdings, Inc., Case No. 13-11327 (KJC) (Bankr. D. Del. May 23, 2013).

15. Appointing Epiq as the Service Agent in the HTA/ERS Title III Cases expedites

the process of serving relevant parties with motions, responses, notices, complaints, and other 

pleadings filed in such cases.

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16. Notwithstanding the inapplicability of Bankruptcy Code section 327 to the Title 

III Cases, as set forth in the McGuinness Declaration, Epiq has represented, among other things, 

that it does not have any relationship that would preclude it from fulfilling its proposed role in 

the HTA/ERS Title III Cases and that it will comply with all requests of the office of the Clerk of 

the Court (the “Clerk”).

B. Services to be Provided

17. As the Service Agent for the HTA/ERS Title III Cases, pursuant to the 

Engagement Agreement, Epiq will, to the extent requested by the Oversight Board and the

Debtors (collectively, the “Services”):

(a) serve required notices and documents in the HTA/ERS Title III Cases in 

accordance with PROMESA, the Bankruptcy Code, and the Bankruptcy 

Rules, as applicable, in the form and manner directed by the Oversight Board, 

the Debtors, and/or the Court, including, if applicable, serving notice in the 

HTA/ERS Title III cases of (i) the commencement of such cases, (ii) any 

claims bar date, (iii) transfers of claims, (iv) objections to claims and 

objections to transfers of claims, (v) any hearings on a disclosure statement 

and confirmation of the Debtors’ plans of adjustment, including under 

Bankruptcy Rule 3017(d), (vi) the effective date of any confirmed plan of 

adjustment, and (vii) all other orders, pleadings, publications, and other 

documents as the Oversight Board, the Debtors, and/or the Court may deem 

necessary or appropriate for an orderly administration of the HTA/ERS Title 

III Cases.

(b) prepare and file or cause to be filed with the Clerk an affidavit or certificate of 

service for all notices, motions, orders, other pleadings, or documents served 

within three (3) business days of service that includes (i) either a copy of the 

notice served or the docket number(s) and title(s) of the pleading(s) served, 

(ii) a list of persons to whom it was mailed (in alphabetical order) with their 

addresses, (iii) the manner of service, and (iv) the date served.

(c) (i) prepare and maintain a list of all potential creditors and other parties in 

interest in the HTA/ERS Title III Cases; (ii) to the extent not already 

maintained by any other agent, maintain a “core” mailing list in the HTA/ERS 

Title III Cases consisting of all parties in the described in Bankruptcy Rule 

2002(i), (j), and (k) and those parties that have filed a notice of appearance 

under Bankruptcy Rule 9010; and (iii) update and make available the 

foregoing lists upon request by a party in interest or the Clerk.

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(d) identify and correct any incomplete or incorrect addresses in any mailing or 

service lists.

(e) to the extent not already furnished by another agent, furnish a notice to all 

potential creditors in the HTA/ERS Title III Cases of the last date for filing 

proofs of claim and a form for filing a proof of claim, after such notice and 

form are approved by the Court, and notify said potential creditors of the 

existence, amount, and classification of their respective claims as set forth in 

the Debtors’ schedules, which may be effected by inclusion of such 

information (or the lack thereof, in cases where the schedules indicate no debt 

due to the subject party) on a customized proof of claim form provided to 

potential creditors.

(f) monitor the Court’s docket for all notices of appearance, address changes, and 

claims-related pleadings and orders filed in the HTA/ERS Title III Cases and 

make necessary notations on and/or changes to any service or mailing lists for 

the HTA/ERS Title III Cases, including to identify and eliminate duplicative 

names and addresses from such lists.

(g) assist in the dissemination of information to the public and respond to requests 

for administrative information regarding the HTA/ERS Title III Cases as 

directed by the Oversight Board, the Debtors, or the Court.

(h) thirty days before the close of the HTA/ERS Title III Cases, to the extent 

practicable, request that the Oversight Board, on behalf of the Debtors, submit 

to the Court a proposed order dismissing Epiq as Service Agent and 

terminating its services in such capacity upon completion of its duties and 

responsibilities and upon the closing of the HTA/ERS Title III Cases.

(i) provide such other services described in the Engagement Agreement as may 

be requested from time to time by the Debtors, the Oversight Board, the 

Court, or the Clerk.

18. Epiq has agreed to coordinate with any other agents retained by the Oversight 

Board in the HTA/ERS Title III Cases regarding the provision of Services to avoid duplication of 

efforts and ensure efficiencies.

C. Professional Compensation

19. Epiq has agreed to be employed by the Debtors conditioned upon its ability to 

work under its customary terms and conditions of employment, including the proposed 

compensation arrangements set forth in the Engagement Agreement (the “Rate Structure”). The 

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Rate Structure is consistent with, and typical of, arrangements entered into by Epiq and other 

noticing and service agents of comparable expertise and experience for engagements of similar 

size and complexity. In addition, the Debtors have agreed to pay Epiq a retainer of $25,000 

(the “Retainer”) that may be held by Epiq as security for the Debtors’ payment obligations under 

the Engagement Agreement. Upon the Court’s issuance of the Proposed Order, Epiq shall be 

entitled to hold the Retainer until the termination of the Engagement Agreement. Following 

termination of the Engagement Agreement, Epiq agrees to return to the Debtors any amount of the 

Retainer that remains following application of the Retainer to the payment of unpaid invoices.

20. The Debtors respectfully request that the undisputed fees and expenses incurred 

by Epiq in the performance of the above services be treated as administrative expenses pursuant 

to Bankruptcy Code section 503(b)(1)(A), made applicable by PROMESA section 301(a), and be 

paid in the ordinary course of business pursuant to the Engagement Agreement without further 

application to or order of the Court. Epiq agrees to maintain records of all services showing 

dates, categories of services, fees charged, and expenses incurred, and to serve monthly invoices, 

on the Puerto Rico Fiscal Agency and Financial Advisory Authority (“AAFAF”), the Oversight 

Board, counsel for AAFAF, counsel for the Oversight Board, counsel for any statutory

committee monitoring the expenses of the Debtors, and any party in interest who specifically 

requests service of the monthly invoices. If any dispute arises relating to the Engagement 

Agreement or monthly invoices, the parties shall meet and confer in an attempt to resolve the 

dispute; if resolution is not achieved, the parties may seek resolution of the matter from the 

Court.

D. Indemnification Provisions

21. As proposed in the Proposed Order, the Debtors will indemnify and hold harmless 

Epiq, its members, directors, officers, employees, representatives, affiliates, consultants, 

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subcontractors, and agents (collectively with Epiq, the “Indemnified Parties”) under certain 

circumstances specified in the Engagement Agreement; provided the Debtors will have no 

obligation to indemnify the Indemnified Parties, or provide contribution or reimbursement to the 

Indemnified Parties, for any losses, claims, damages, judgments, liabilities, and expenses 

resulting solely from Epiq’s gross negligence or willful misconduct or as otherwise provided in 

the Engagement Agreement or any order authorizing the employment of Epiq. Furthermore, 

Epiq and the Debtors shall notify each other in writing promptly upon the assertion, threat, or 

commencement of any claim, action, investigation, or proceeding that either party becomes 

aware of with respect to the services rendered under the Engagement Agreement. The Debtors 

believe that such an indemnification obligation is customary, reasonable, and necessary to 

employ a Service Agent in the HTA/ERS Title III Cases.

II. Legal Basis for the Relief Requested

A. Employment of Epiq as Service Agent is Permitted

22. Significantly, Bankruptcy Code section 363, governing the use of property, does 

not apply to Title III cases. Pursuant to section 105(a) of the Bankruptcy Code, made applicable 

to the Title III Cases by PROMESA section 301(a), and Bankruptcy Rule 2002, made applicable 

to these cases by PROMESA section 310, the Oversight Board, on behalf of the Debtors, is

permitted to employ Epiq as Service Agent to assume full responsibility for service of motions, 

responses, notices, complaints, and other pleadings in the HTA/ERS Title III Cases.

23. Bankruptcy Rule 2002, which governs the notices that must be provided to 

creditors and other parties in interest in bankruptcy cases, authorizes the Court to direct that 

some person other than the Clerk provide notice of matters arising in the HTA/ERS Title III 

Cases. See, e.g., Fed. R. Bankr. P. 2002(a), (b), (d), (f) (requiring in each case that notices be 

given by “the clerk, or some other person as the court may direct”) (emphasis added).

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24. Section 105(a) of the Bankruptcy Code provides, in relevant part that:

The court may issue any order, process, or judgment that is 

necessary or appropriate to carry out the provisions of this title.

No provision of this title providing for the raising of an issue by 

any party in interest shall be construed to preclude the court from, 

sua sponte, taking any action or making any determination 

necessary or appropriate to enforce or implement court orders or 

rules, or to prevent an abuse of process.

11 U.S.C. § 105(a) (emphasis added).

25. The Debtors anticipate that the Title III Cases will require tens of thousands of 

people and entities to be noticed, many of which are expected to be unique to the HTA/ERS Title 

III Cases. In view of that large number and the unique identities of parties in interest in the 

HTA/ERS Title III Cases, the Debtors submit that the employment of the Service Agent is in the 

best interests of the Debtors and their creditors. Relieved of the burdens associated with the 

Services and maintaining service and mailing lists across multiple dockets, the Debtors will be 

able to devote their full attention and resources to facilitating the orderly administration of all

Title III Cases, including the HTA/ERS Title III Cases. Moreover, other agents retained by the 

Oversight Board will be able to focus their efforts on providing their specific services and will be 

alleviated of the burden of maintaining significantly different service and mailing lists across 

multiple debtors in the Title III Cases. Indeed, servicing in such complex cases is labor-intense, 

and additional servicing capabilities will increase efficiencies and permit agents to work 

collaboratively to provide services to the Debtors, benefiting them, their creditors, and other 

parties in interest.

26. Prior to the selection of Epiq as Service Agent in the HTA/ERS Title III Cases, 

the Oversight Board and the Debtors reviewed and compared engagement proposals from other

industry-leading service agents to ensure a competitive process. The Debtors submit that, based 

on the engagement proposals obtained and reviewed, Epiq’s rates are competitive and reasonable 

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given the quality of services and expertise Epiq provides. The Debtors are requesting authority 

to pay all amounts arising under the Engagement Agreement. If there is any inconsistency 

between the Engagement Agreement, the Application, and the Proposed Order, the Proposed

Order governs.

B. Nunc Pro Tunc Relief is Appropriate

27. In accordance with the Debtors’ request, Epiq has agreed to serve as Service

Agent on and after the HTA/ERS Petition Date with assurances that the Debtors would seek 

approval of their employment, effective nunc pro tunc to the HTA/ERS Petition Date, so that

Epiq can be compensated for services rendered before approval of this Application. The Debtors 

believe that no party in interest will be prejudiced by the granting of the nunc pro tunc 

employment, as proposed in this Application, because Epiq has provided and continues to 

provide valuable services to the Debtors in the interim period. Bankruptcy Courts routinely 

approve nunc pro tunc employment similar to that requested herein in large, complex bankruptcy 

cases.

7

28. Accordingly, the Debtors respectfully request entry of the Proposed Order 

authorizing and requiring the Debtors to pay Epiq as Service Agent, effective nunc pro tunc to 

the HTA/ERS Petition Date, all amounts arising under the Engagement Agreement.

Notice

29. The Debtors have provided notice of this Application to: (a) the Office of the 

 7 See, e.g., In re La Paloma Generating Co., LLC, No. 16-12700 (CSS) (Bankr. D. Del. Jan. 13, 

2017) (approving nunc pro tunc employment of the claims and noticing agent to perform 

claims and noticing services); In re Magnum Hunter Resources Corporation, No. 15-12533 

(Bankr. D. Del. Dec. 16, 2015) (same); In re The Wet Seal, Inc., et al., Case No. 15-10081 

(CSS) (Bankr. D. Del. Jan. 20, 2015) (D.I. 93); In re Endeavour Operating Corporation, et al., 

Case No. 14-12308 (KJC) (Bankr. D. Del. Nov. 6, 2014) (D.I. 152); In re AmCad Holdings, 

LLC, et al., Case No. 14-12168 (MFW) (Bankr. D. Del. Sept. 23, 2014) (D.I. 29).

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United States Trustee for the District of Puerto Rico; (b) the indenture trustees and/or agents, as 

applicable, for the Debtors’ bonds; (c) the entities on the list of creditors holding the 20 largest 

unsecured claims; (d) the Office of the United States Attorney for the District of Puerto Rico; 

(e) counsel to AAFAF; (f) the Puerto Rico Department of Justice; (g) the Other Interested 

Parties;

8 and (h) all parties filing a notice of appearance in the Title III Cases. The Debtors

submit that, in light of the nature of the relief requested, no other or further notice need be given.

Reservation of Rights

30. The Debtors file this Motion without prejudice to or waiver of their rights 

pursuant to PROMESA section 305,9 and do not by this Motion provide any consent otherwise 

required by section 305.

No Prior Request

31. No prior request for the relief sought in this Application has been made to this or 

any other court.

[Remainder of Page Intentionally Left Blank]

 8 The “Other Interested Parties” include the following: (i) counsel to certain of the insurers and 

trustees of the bonds issued or guaranteed by the Debtors; and (ii) counsel to certain ad hoc 

groups of holders of bonds issued or guaranteed by the Debtors. 

9 PROMESA section 305 provides: “Subject to the limitations set forth in titles I and II of this 

Act, notwithstanding any provision in this title to the contrary, unless the Oversight Board 

consents or the plan so provides, the court may not, by any stay, order, or decree, in the case or 

otherwise, interfere with — (1) any of the political or governmental powers of the debtor; 

(2) any of the property or revenues of the debtor; or (3) the use or enjoyment by the debtor of 

any income-producing property.” 

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WHEREFORE the Debtors respectfully request entry of the Proposed Order, attached 

hereto as Exhibit C, and such other and further relief as is just.

Dated: June 9, 2017

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Maja Zerjal

(Admitted 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 the Debtors

/s/ Hermann D. Bauer

Hermann D. Bauer

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 the Debtors

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