Hearing Date: November 7, 2018 at 9:30 a.m. (Atlantic Standard Time)

Objection Deadline: October 23, 2018 at 4:00 p.m. (Atlantic Standard Time)

UNITED STATES DISTRICT COURT

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)

NOTICE OF HEARING

PLEASE TAKE NOTICE that the Commonwealth of Puerto Rico (the 

“Commonwealth”), the Puerto Rico Sales Tax Financing Corporation (“COFINA”), 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 Electric Power 

Authority (“PREPA,” and together with the Commonwealth, COFINA, HTA, and ERS the 

“Debtors”), as Title III 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”), 

 

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 (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); 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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2

is filing the annexed Motion for Entry of a Fifth Order Extending Time to Assume or Reject 

Unexpired Leases of Nonresidential Real Property Under Which the Puerto Rico Public Building 

Authority is the Lessor Pursuant to Bankruptcy Code Section 365(d)(4) (the “Motion”).

PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion 

must be in writing, must conform to the Federal Rules of Bankruptcy Procedure and the Sixth 

Amended Notice, Case Management and Administrative Procedures [ECF No. 3804] (the “Case 

Management Procedures”), and must be filed with the Court (a) by registered users of the 

Court’s case filing system, electronically in accordance with rule 5 of the Local Rules for the 

District of Puerto Rico, and (b) by all other parties in interest, on a CDROM, in text-searchable 

portable document format (PDF), and served on (a) counsel for the Oversight Board, Proskauer 

Rose LLP, Eleven Times Square, New York, New York 10036-8299 (Attn: Martin J.

Bienenstock, Esq., Paul V. Possinger, Esq., and Ehud Barak, Esq.), and O’Neill & Borges LLC, 

250 Muñoz Rivera Ave., Suite 800, San Juan, PR 00918-1813 (Attn: Hermann D. Bauer, Esq.); 

(b) counsel for the Puerto Rico Fiscal Agency and Financial Advisory Authority, O’Melveny & 

Myers LLP, 7 Times Square, New York, New York 10036 (Attn: John J. Rapisardi, Esq., 

Suzzanne Uhland, Esq., and Peter Friedman, Esq.) and Marini Pietrantoni Muñiz LLC, MCS 

Plaza, Suite 500, 255 Ponce de León Ave., San Juan, PR 00917 (Attn: Luis C. Marini-Biaggi, 

Esq.); and (c) the Office of the United States Trustee for Region 21, Edificio Ochoa, 500 Tanca

Street, Suite 301, San Juan, PR 00901-1922, so as to be received no later than October 23, 2018

at 4:00 p.m. (Atlantic Standard Time). 

PLEASE TAKE FURTHER NOTICE that a hearing will be held before the Honorable 

Laura Taylor Swain, United States District Court Judge, in Room 3 of the United States District 

Court for the District of Puerto Rico, 150 Carlos Chardón Street, Federal Building, Office 150, 

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3

San Juan, Puerto Rico 00918-1767 (the “Court”), on November 7, 2018 at 9:30 a.m. (Atlantic 

Standard Time), or as soon thereafter as counsel may be heard, to consider the relief sought by

the Debtors in the Motion. 

PLEASE TAKE FURTHER NOTICE that the relief requested in the Motion may be 

granted without a hearing if no objection is timely filed, served, and received in accordance with 

the Case Management Procedures. 

PLEASE TAKE FURTHER NOTICE that copies of the Motion including all exhibits, 

and all documents filed in these title III cases are available (a) free of charge by visiting 

https://cases.primeclerk.com/puertorico or by calling +1 (844) 822-9231, and (b) on the Court’s 

website at http://www.prd.uscourts.gov, subject to the procedures and fees set forth therein.

[Remainder of Page Intentionally Left Blank]

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4

Dated: October 9, 2018

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

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 the 

Debtors

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Hearing Date: November 7, 2018 at 9:30 a.m. (Atlantic Standard Time)

Objection Deadline: October 23, 2018 at 4:00 p.m. (Atlantic Standard Time)

UNITED STATES DISTRICT COURT 

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)

MOTION FOR ENTRY OF FIFTH

ORDER EXTENDING TIME TO ASSUME OR REJECT 

UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY 

UNDER WHICH THE PUERTO RICO PUBLIC BUILDING AUTHORITY 

IS THE LESSOR PURSUANT TO BANKRUPTCY CODE SECTION 365(d)(4)

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”), the Employees Retirement System of the Government of the Commonwealth of Puerto 

Rico (“ERS”), and the Puerto Rico Electric Power Authority (“PREPA,” and together with the 

Commonwealth, COFINA, HTA, and ERS the “Debtors,” and each individually a “Debtor”), as 

 

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 (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); 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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2

Title III 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”),2respectfully submit 

this motion (the “Motion”), pursuant to section 365(d)(4) of title 11 of the United States Code 

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

of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), 

granting a fifth extension of the deadline for the Debtors to assume or reject any of the leases, 

subleases or other agreements, under which a Debtor is a lessee and the Puerto Rico Public 

Building Authority (“PBA”) is the lessor, that may be considered an unexpired lease of 

nonresidential real property (collectively, the “PBA Leases”), through and including March 23, 

2019 (the “Extended 365 Deadline”), without prejudice to (x) the Debtors’ right to seek further 

extensions as contemplated by Bankruptcy Code section 365(d)(4)(B)(ii), (y) the right of any 

party in interest to object to such requested extensions, or (z) the Debtors’ right to object or 

respond to such objections on the basis that such party lacks standing to object to such requested 

extensions (collectively, the “Reserved Rights”). In support of this Motion, 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 predicate for the relief sought herein is Bankruptcy Code section

365(d)(4), made applicable to these cases by PROMESA section 301(a).

 

2

PROMESA has been codified in 48 U.S.C. §§ 2101–2241.

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3

Background

4. 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”).

5. 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 (“COFINA’s 

Title III Case”).

6. On May 21, 2017, the Oversight Board issued restructuring certifications pursuant 

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

and HTA pursuant to PROMESA section 304(a), commencing cases under title III thereof (the 

“Additional Title III Cases”).

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

the Commonwealth’s Title III Case and COFINA’s Title III Case, for procedural purposes only 

[ECF No. 242]. 

8. On June 29, 2017, the Oversight Board issued a restructuring certification for 

PREPA pursuant to PROMESA sections 104(j) and 206 and, on July 2, 2017, filed a voluntary

petition for relief for PREPA pursuant to PROMESA section 304(a), commencing a case under 

title III thereof (“PREPA’s Title III Case” and collectively with the Commonwealth’s Title III 

Case, COFINA’s Title III Case, the Additional Title III Cases, and any subsequent case under 

Title III of PROMESA commenced by a covered territorial instrumentality under PROMESA, 

the “Title III Cases”).

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4

9. On June 29, 2017, the Court entered an order granting the joint administration of 

the Additional Title III Cases with the Commonwealth’s Title III Case, for procedural purposes 

only [ECF No. 537]. 

10. On July 21, 2017, the Debtors filed a motion (the “365(d)(4) Motion”) seeking to 

extend the time to assume or reject unexpired leases of nonresidential real property pursuant to 

Bankruptcy Code section 365(d)(4), made applicable to these cases by PROMESA section 

301(a), through and including (a) November 29, 2017 for the Commonwealth, (b) December 1, 

2017 for COFINA, and (c) December 18, 2017 for ERS and HTA [ECF No. 705].

11. On August 8, 2017, the Court entered an order (the “365(d)(4) Order”) granting 

the relief requested in the 365(d)(4) Motion [ECF No. 994].

12. On October 6, 2017, the Court entered an order (“PREPA’s Joint Administration 

Order”) granting the joint administration of PREPA’s Title III Case with the Commonwealth’s 

Title III Case, for procedural purposes only [ECF No. 1417]. Furthermore, in PREPA’s Joint 

Administration Order, the Court made clear the 365(d)(4) Order applied to PREPA, and that for 

PREPA, the deadline to assume or reject any nonresidential real property lease was extended to 

January 28, 2018 [ECF No. 1417 ¶ 8].

13. On October 24, 2017, the Debtors filed a motion (the “Second 365(d)(4) Motion”) 

seeking to consensually extend the time to assume or reject unexpired leases of nonresidential 

real property pursuant to Bankruptcy Code section 365(d)(4)(B)(ii), made applicable to these 

cases by PROMESA section 301(a).

14. On November 15, 2017, the Court entered an order (the “Second 365(d)(4) 

Order”) extending the deadline for the Debtors to assume or reject any of the PBA Leases for 

120 days, through and including (a) March 29, 2018 for the Commonwealth, (b) March 31, 2018 

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5

for COFINA, (c) April 17, 2018 for ERS and HTA, and (d) May 28, 2018 for PREPA, without 

prejudice to the Reserved Rights.

15. On February 13, 2018, the Debtors filed a motion (the “Third 365(d)(4) Motion”) 

seeking to consensually extend the time to assume or reject unexpired leases of nonresidential 

real property pursuant to Bankruptcy Code section 365(d)(4)(B)(ii), made applicable to these 

cases by PROMESA section 301(a).

16. On March 7, 2018, the Court entered an order (the “Third 365(d)(4) Order”) 

extending the deadline for the Debtors to assume or reject any of the PBA Leases, through and 

including July 27, 2018, without prejudice to the Reserved Rights.

17. On July 3, 2018, the Debtors filed a motion (the “Fourth 365(d)(4) Motion”) 

seeking to consensually extend the time to assume or reject unexpired leases of nonresidential 

real property pursuant to Bankruptcy Code section 365(d)(4)(B)(ii), made applicable to these 

cases by PROMESA section 301(a).

18. On July 19, 2018, the Court entered an order (the “Fourth 365(d)(4) Order”) 

extending the deadline for the Debtors to assume or reject any of the PBA Leases, through and 

including November 23, 2018, without prejudice to the Reserved Rights.

Relief Requested

19. By this Motion, pursuant to Bankruptcy Code section 365(d)(4)(B)(ii), made 

applicable to these cases by PROMESA section 301(a), the Debtors seek entry of a fifth order

extending the time within which the Debtors must assume or reject the PBA Leases to a uniform 

deadline for all Debtors of March 23, 2019, without prejudice to the Reserved Rights.

The PBA Leases

20. As set forth in the Second 365(d)(4) Motion, the Debtors are parties to numerous

unexpired leases of nonresidential real property, including the PBA Leases, that support their

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6

many operations. Pursuant to Bankruptcy Code section 365(d)(4), made applicable to these 

cases by PROMESA section 301(a), and the Fourth 365(d)(4) Order, the time within which the 

Debtors must assume or reject the PBA Leases is currently set to expire on November 23, 2018 

for each of the Debtors.

21. The Oversight Board and the Debtors have not yet had an opportunity to

determine conclusively, with the assistance of their respective advisors, which of the PBA 

Leases should be assumed or rejected as part of the Debtors’ overall restructuring objectives. 

Rather, the Oversight Board and the Debtors have been principally focused on continuing to deal 

with the aftermath of the damage Hurricane Maria and Hurricane Irma caused in Puerto Rico, 

addressing and seeking to remedy liquidity issues facing certain Debtors and other 

instrumentalities, updating the Debtors’ fiscal plans, and negotiating consensual agreements to 

restructure various instrumentalities of the Commonwealth, such as COFINA, PREPA, and the 

Government Development Bank for Puerto Rico. As reviewing the PBA Leases is a time 

consuming endeavor, and the Commonwealth’s challenges are mounting and require diversion of 

resources to more pressing matters, the Debtors require additional time to complete their analysis 

of the PBA Leases.

22. PBA has consented to the requested relief.

Basis for Relief

23. Section 365(d)(4)(A) of the Bankruptcy Code provides that an unexpired lease of 

nonresidential real property under which a debtor is the lessee will be considered rejected if the 

debtor does not assume or reject the unexpired lease within 120 days after filing or before plan 

confirmation, whichever is earlier. A court may extend the period for 90 days on the motion of 

the debtor or lessor for cause—as this Court already did. 11 U.S.C. § 365(d)(4)(B)(i). A court 

may also grant a subsequent extension, as the Court did by entering the Second 365(d)(4) Order, 

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7

Third 365(d)(4) Order, and Fourth 365(d)(4) Order, but only upon written consent of the lessor 

in each instance. Id. § 365(d)(4)(B)(ii). Here, PBA has consented to an additional extension of 

the Debtors’ deadline to assume or reject the PBA Leases through the Extended 365 Deadline.

24. This relief has been granted by this Court previously and is frequently granted by 

bankruptcy courts in multiple circuits. See, e.g., In re Mesa Air Group, Inc., et al., Case No. 10-

10018 (MG) (Bankr. S.D.N.Y. filed Aug. 3, 2010) [ECF No. 956] (order granting extension to 

assume or reject leases through effective date of Debtors’ plan of reorganization); In re Bulk 

Petroleum Corp., Case No. 09-21782, 2011 WL 6779467 (Bankr. E.D. Wis. filed Dec. 16, 2011)

(same); In re Walker Land & Cattle, LLC, Case No. 13-41437, 2014 WL 2443943 (Bankr. D. 

Idaho filed Apr. 29, 2014) (extending deadline to assume or reject lease to date of confirmation 

of chapter 11 plan); In re Buckingham Oil Interests, Inc., Case No. 15-13441 (JNF) (Bankr. D. 

Mass. filed Nov. 30, 2015) [ECF No. 402] (extending deadline to date past the effective date of 

debtor’s plan of reorganization to assume or reject leases).

25. The Debtors’ restructuring efforts would be jeopardized without the relief 

requested in this Motion. If the Debtors are required to decide prematurely whether to assume 

the PBA Leases, only to find out that such leases are not necessary for their restructuring under 

PROMESA, the Debtors would be saddled with an administrative expense claim for all amounts 

due under the leases, including cure amounts for prepetition amounts that would otherwise be 

general unsecured rejection damage claims. See In re Klein Sleep Prods., Inc., 78 F.3d 18 (2d 

Cir. 1996). However, if the Debtors are required to vacate buildings and offices to avoid the 

financial risk of prematurely assuming burdensome leases, only to find that such space is 

necessary for the Debtors’ operations, vital services that the Debtors provide the 3.5 million 

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8

residents of Puerto Rico would be further eroded. See PROMESA § 405(m) (Congress’ findings 

regarding the conditions in Puerto Rico). 

26. These Title III Cases are of an unprecedented size and scope, with the 

Commonwealth and its numerous instrumentalities owing approximately $74 billion in the 

aggregate. The complexities and challenges of these Title III Cases have been further 

exacerbated by Hurricanes Maria and Irma, the pressing liquidity issues certain of the Debtors 

are facing, and the need to create and certify new fiscal plans for the Debtors and certain other 

non-debtor instrumentalities covered by PROMESA. Given these necessary tasks and 

challenges, the Debtors have not had sufficient time to perform the necessary economic analysis 

of each of the PBA Leases to determine which should be assumed and which should be rejected. 

Furthermore, PBA would be disadvantaged if the Debtors are compelled to reject prematurely

leases that would otherwise be assumed to PBA’s benefit after due analysis. Thus, the Court 

should grant the consensual extension with respect to the PBA Leases, through and including the 

Extended 365 Deadline, without prejudice to the Reserved Rights.

Notice

27. The Debtors have provided notice of this Motion to (collectively, the “Notice 

Parties”): (a) the Office of the 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 against COFINA; (d) the statutory

committees appointed in these Title III Cases; (e) the Office of the United States Attorney for the 

District of Puerto Rico; (f) counsel to the Puerto Rico Fiscal Agency and Financial Advisory 

Authority; (g) the Puerto Rico Department of Justice; (h) all parties filing a notice of appearance 

in these Title III Cases; and (i) PBA. The Debtors submit that, in light of the nature of the relief 

requested, no other or further notice need be given.

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9

No Prior Request

28. No prior request for the relief sought in this Motion has been made to this or any

other court.

[Remainder of Page Intentionally Left Blank]

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10

WHEREFORE the Debtors respectfully request the Court to enter an order, substantially

in the form attached hereto as Exhibit A, (a) granting this Motion, (b) granting the extension of 

the time for the Debtors to assume or reject any of the PBA Leases, through and including 

the Extended 365 Deadline, without prejudice to the Reserved Rights, and (c) granting the 

Debtors such other relief as is just and proper.

Dated: October 9, 2018

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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Exhibit A

Proposed Order

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UNITED STATES DISTRICT COURT 

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)

ORDER GRANTING MOTION FOR ENTRY OF 

A FIFTH ORDER EXTENDING TIME TO ASSUME OR REJECT 

UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY 

UNDER WHICH THE PUERTO RICO PUBLIC BUILDING AUTHORITY 

IS THE LESSOR PURSUANT TO BANKRUPTCY CODE SECTION 365(d)(4) 

Upon the Motion for Entry of a Fifth Order Extending Time to Assume or Reject 

Unexpired Leases of Nonresidential Real Property Under Which the Puerto Rico Public Building 

Authority is the Lessor Pursuant to Bankruptcy Code Section 365(d)(4) (the “Motion”);2and the 

Court having found it has subject matter jurisdiction over this matter pursuant to PROMESA 

section 306(a); and it appearing that venue is proper pursuant to PROMESA section 307(a); and 

 

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 (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); 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).

2 Capitalized terms used but not otherwise defined herein have the meanings given to them in 

the Motion.

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2

the Court having found that the relief requested in the Motion is in the best interests of the 

Debtors, their creditors, and other parties in interest, it is HEREBY ORDERED THAT:

1. The Motion is granted as set forth herein.

2. The deadline for the Debtors to assume or reject any of the PBA Leases is 

extended through and including March 23, 2019, without prejudice to (a) the Debtors’ right to 

seek further extensions as contemplated by Bankruptcy Code section 365(d)(4)(B)(ii), (b) the 

right of any party in interest to object to such requested extensions, or (c) the Debtors’ right to 

object or respond to such objections on the basis that such party lacks standing to object to such 

requested extensions.

3. Nothing in the Motion or this Order shall be deemed or construed as (a) an 

assumption or rejection of any agreement, contract, or lease pursuant to Bankruptcy Code section 

365, or (b) an admission with respect to whether any of the Debtors’ contracts or leases is an 

unexpired lease of nonresidential real property within the meaning of Bankruptcy Code section 

365(d). The relief granted by this Order shall not affect the Debtors’ rights to assume, assume 

and assign, or reject any PBA Leases. 

4. Except as expressly stated in this Order, nothing in the Motion or this Order shall 

(a) impair or modify the rights and claims of PBA under or related to the PBA Leases under 

PROMESA or applicable law, or (b) impair or modify the rights or claims of any holders of 

bonds issued by PBA, either directly or as third party beneficiaries, under or related to the PBA 

Leases under PROMESA or applicable law.

5. Notwithstanding anything herein or in the Motion to the contrary, nothing 

contained in this Order shall be deemed to amend, modify, or supersede in any respect the relief 

granted in the Court’s Order Resolving the Motion of the PBA Funds for the Payment of Rent 

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3

[ECF No. 2716] (the “Rent Order”), and the Rent Order shall remain in full force and effect 

following the entry of this Order.

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

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

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7. This Order resolves docket entry no. [____].

SO ORDERED.

Dated: , 2018

San Juan, Puerto Rico LAURA TAYLOR SWAIN

United States District Judge

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