IN THE 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

No. 17 BK 3283-LTS

(Jointly Administered)

[PROPOSED] PROTECTIVE ORDER

WHEREAS, Respondents the Commonwealth of Puerto Rico (the “Commonwealth”), the 

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

Puerto Rico Fiscal Agency and Financial Advisory Authority (“AAFAF”) (collectively, 

“Respondents” and with Movants, “Parties”) possess confidential, proprietary, and commercially 

sensitive information that Respondents will disclose to Movants the Ad Hoc Group of General 

Obligation Bondholders (“GO Group”), Assured Guaranty Corp. (“AGC”), Assured Guaranty 

Municipal Corp. (f/k/a Financial Security Assurance Inc.) (“AGM” and, together with AGC, 

“Assured”), the Mutual Fund Group, and National Public Finance Guarantee Corporation 

(“National”) (collectively “Movants” and with Respondents, “Parties”), in connection with an 

 

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). (Title III Case numbers are listed as bankruptcy case numbers due to software limitations). 

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 1 of 13
Order Authorizing Examination pursuant to Rule 2004 of the Federal Rules of Bankruptcy 

Procedure (“Rule 2004”) dated December 15, 2017, and that Respondents also may need to 

disclose to Movants in connection with future orders authorizing examination pursuant to Rule 

2004;

WHEREAS, the Court finds good cause to enter this Protective Order (“Order”) pursuant 

to Rule 26 of the Federal Rules of Civil Procedure, made applicable to this Title III proceeding by 

Rule 7026 of the Federal Rules of Bankruptcy Procedure, to facilitate discovery in the Title III 

proceeding while protecting such confidential information from improper disclosure and use; and

IT IS HEREBY ORDERED as follows:

DEFINITIONS

1. “Material” shall mean and refer to all documents and electronically stored 

information, within the meaning of Fed. R. Civ. P. 34, made applicable to this Title III proceeding 

by Rule 7034 of the Federal Rules of Bankruptcy Procedure, as well as any deposition testimony, 

deposition exhibits, interrogatory responses, responses to requests for admission, responses to 

production requests, responses to deposition on written questions and other written, recorded, 

electronic, or graphic materials produced or made available by any Respondent or non-party, as 

well as any information contained in any of above items.

2. “Confidential” or “Confidential Material” shall mean and refer to any 

Material produced by any Respondent or non-party (each referred to herein as a “Producing Party”) 

that the Producing Party considers in good faith to contain commercial, financial, trade secret, 

research and development, or personal information of a proprietary nature that is not known to, or 

has not generally been made available to, the public or other information the disclosure of which, 

in the good faith judgment of the Producing Party, would be detrimental to the conduct of the

Producing Party’s business or official functions.

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 2 of 13
3. “Qualified Persons” shall mean and refer to:

(a) Employees of the Parties and their affiliates, House Counsel, 

Outside Counsel of Record for each Party and their paralegals and 

other professional personnel including support and IT staff to whom 

disclosure of information is necessary for the litigation of this Title 

III proceeding; 

(b) testifying or consulting experts retained by any Party and their 

associates or other professional personnel including support and IT 

staff, and consultants to the Parties and their affiliates to whom 

disclosure of information is necessary for the litigation of this Title 

III proceeding;

(c) any mediator retained by the parties or appointed by the Court in 

this Title III proceeding and employees of such mediator who are 

assisting in the conduct of the mediation;

(d) deposition witnesses;

(e) the Court and all persons assisting the Court in this Title III 

proceeding, including law clerks, court reporters, translators, and 

clerical personnel;

(f) translators and outside litigation support vendors (including 

commercial copying and imaging services, vendors assisting with 

electronic discovery matters, and trial consultants) retained by a 

Party in connection with this Title III proceeding;

(g) persons who are authors, addressees, and recipients of documents 

containing Confidential Material to the extent they have previously 

had lawful access to such documents; and

(h) professional court reporters and their staff engaged to transcribe 

testimony in this Title III proceeding.

4. “House Counsel” shall mean and refer to attorneys who are employees of a 

Party or an affiliate of a Party.

5. “Outside Counsel of Record” shall mean and refer to attorneys who are not 

employees of a Party but are retained to represent or advise a Party and have appeared in this 

matter on behalf of that Party or are affiliated with a law firm which has appeared on behalf of that 

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 3 of 13
Party, or contract or temporary attorneys who have been retained, through an agency or directly, 

by a law firm which has appeared on behalf of a Party.

SCOPE AND INTERPRETATION OF THIS ORDER

6. This Protective Order shall be applicable to, and shall govern, all Material 

produced and disclosed pursuant to a Rule 2004 examination in the above titled Title III 

proceeding, and shall remain in effect until further order of the Court. The protections conferred 

by this Protective Order cover not only Confidential Material, but also (1) any information copied 

or extracted from Confidential Material; (2) all copies, excerpts, summaries, or compilations of 

Confidential Material; and (3) any testimony, conversations, or presentations by Parties or their

counsel that might reveal Confidential Material. Issues relating to the use of Confidential Material 

may be revisited by the Parties and the Court in advance of any evidentiary hearing or trial in this 

Title III proceeding.

7. All Material, including, but not limited to, Confidential Material produced 

in this Title III proceeding, shall be used only in connection with this proceeding, and not for any 

other business, competitive, personal, private, public, or other purpose whatsoever. This Protective 

Order shall be binding on the Parties to this Title III proceeding and their successors, parents, 

subsidiaries, divisions, affiliates, employees, officials, agents, retained consultants and experts, 

and any persons or organizations over which they have direct control.

DESIGNATION OF CONFIDENTIAL MATERIAL

8. Any Respondent or non-party may designate any Material as Confidential 

Material by affixing the legend “CONFIDENTIAL” to each item satisfying the definitions set forth 

above. For the avoidance of doubt, Material that Respondents have uploaded to the Intralinks Data 

Room (the “Data Room Material”) is subject to Nondisclosure Agreements and, in the case of 

Material provided in connection with mediation, Rule 408 of the Federal Rules of Evidence and 

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 4 of 13
the mediation agreements (collectively, the “Data Room Restrictions”). Movants may request in 

writing that certain Data Room Material be subject to the terms of this Protective Order, rather 

than the Data Room Restrictions. Any such request must identify the affected Material by location 

(folder or document number) in the Data Room, and Movants must give Respondents at least five 

(5) business days to respond. Thereafter, the Parties shall meet and confer in an attempt to resolve 

any dispute without Court intervention. If any Data Room Material is made subject to this 

Protective Order, whether by agreement of the Parties or by Court order, such material will be 

deemed to constitute Confidential Material subject to this Order without the need to affix any 

additional marking or designation, unless Movants agree in writing or the Court orders otherwise.

9. If a Respondent or non-party elects to make Confidential Material available 

for inspection, the producing party need not mark the Material in advance of any such inspection, 

but instead, if items are selected for copying, may affix the labels to the selected items at that time. 

All Confidential Material inspected, but not copied, is to be treated as Confidential.

10. Where a Respondent or non-party produces electronic files in native

electronic format, such electronic files and documents may be designated for protection under this 

Protective Order by appending to the file names or designators information indicating whether the 

files contain Confidential Material, or by any other reasonable method for appropriately 

designating such information produced in electronic format, including by making such 

designations in reasonably accessible metadata associated with the files. Where Confidential 

Material is produced in electronic format on a disk or other medium that contains exclusively 

Confidential Material, the “CONFIDENTIAL” designation may be placed on the disk or other 

medium. When electronic files or documents in native form are printed for use at deposition, in a 

court proceeding, or for provision to any Qualified Person in accordance with the terms of this 

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 5 of 13
Protective Order, the Party printing the electronic files or documents shall affix a legend to the 

printed documents saying “CONFIDENTIAL” and include the production number and designation 

associated with the native file. For the avoidance of doubt, Data Room Material made available 

subject to this Protective Order pursuant to Paragraph 8 shall be treated as Confidential Material 

without the need for any additional designation.

11. Whenever discovery is sought from a non-party, a copy of this Protective 

Order shall accompany the discovery request or subpoena. Any non-party producing Materials 

pursuant to a subpoena or otherwise (“Third-Party Material”) may also designate items as being 

Confidential at the time of production, and such designation will have the full effect given to such 

labels by this Protective Order. If any Party chooses to challenge a non-party’s designation of 

Third-Party Material as “Confidential” under the procedures set forth in paragraph 15, the 

producing non-party, or the other Party, may oppose that challenge. However, nothing herein shall 

be deemed to permit non-parties to review or obtain any documents or things designated as 

Confidential by any Party other than in accordance with paragraphs 16-17.

12. In the case of deposition testimony and related exhibits, any Party may 

designate portions of the transcript (including exhibits) Confidential by making a statement to that 

effect on the record during the course of the deposition, or by written notice to the other Party 

within thirty (30) days after receipt of the transcript; provided that the entire deposition transcript 

shall be treated as Confidential prior to each Party’s designation or the expiration of the 30-day 

period, whichever comes first. If the designation is made during the course of the deposition, or if 

a witness believes an answer will require him to divulge Confidential Material, or if the attorney 

taking the deposition believes that the question will divulge Confidential Material, all persons not 

permitted access to such Confidential Material under the terms of this Protective Order shall be 

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 6 of 13
excluded from the deposition room and the designating party shall instruct the court reporter to 

place the legend “CONFIDENTIAL” on the pages containing that information and to place on the 

cover of the transcript the legend “CONTAINS CONFIDENTIAL MATERIALS.” Where the 

designation is made after receipt of the transcript, each Party shall be responsible for marking the 

designated transcripts with the appropriate legend, as instructed by the designating Party.

13. The failure to designate Material as Confidential shall not be deemed a 

waiver in whole or in part of the claim of confidentiality. Upon prompt notice from the producing 

Party of such failure to designate, the receiving Party shall cooperate to restore the confidentiality 

of the Confidential Material. No Party shall be held in breach of this Protective Order if, prior to 

notification of such later designation, such Confidential Material had been disclosed or used in a 

manner inconsistent with such later designation. The producing Party shall provide substitute 

copies bearing the corrected designation. The receiving Party shall return or certify the destruction 

of the previously undesignated Material.

14. Inadvertent production of information that is subject to the attorney-client 

privilege, deliberative process privilege, or work-product immunity does not waive any privilege 

or immunity if a request for return of such documents or information is made promptly after the 

producing Party learns of its inadvertent production. A Party receiving a request for the return of 

inadvertently produced documents shall promptly return the inadvertently produced documents to 

the producing Party and destroy all remaining copies of the inadvertently produced documents, 

including electronic, paper, and other copies.

15. This Protective Order shall not foreclose any Party from seeking a ruling 

from the Court that a Party (or non-party) has improperly designated Material (or Third-Party 

Material) as Confidential Material. If a Party believes documents have been inappropriately 

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 7 of 13
labeled as Confidential, it shall identify with particularity the document(s) or information that it 

contends should be designated differently and state the grounds for each objection with 

particularity. Thereafter, the Parties (or Party and non-party) shall meet and confer in an attempt 

to resolve the dispute without Court intervention within five days of receipt of the written list of 

challenged documents. If the dispute cannot be resolved, the objecting Party may file with the 

Court a “Motion to Remove Confidential Designation.” The Party (or non-party) asserting 

confidentiality shall have the burden of establishing that the information should be protected from 

disclosure. Except as otherwise permitted under this Order, no Party shall disclose any Material 

labeled Confidential unless and until there is an order from the Court ordering the designation to 

be removed.

TREATMENT OF CONFIDENTIAL MATERIAL

16. The substance or content of Confidential Material, as well as copies, notes 

and memoranda relating thereto, shall not be disclosed or made available to anyone other than 

Qualified Persons identified in paragraph 3(a) – (h), and no person shall disclose such information 

to those Qualified Persons identified in paragraph 3(b), (d), (f), or (h) herein without furnishing to 

such person a copy of this Protective Order and obtaining from that person an executed 

Confidentiality Agreement, the form of which is set forth in Exhibit A. Notwithstanding the 

foregoing, prior to the entry of this Protective Order by the Court, Confidential Material may be 

shown to a Qualified Person identified in paragraph 3(b), (d), (f), or (h) if such person is shown a 

draft of this Protective Order and agrees to be bound by its terms. Such person must promptly 

execute a Confidentiality Agreement once this Protective Order is entered by the Court.

17. If any Qualified Person permitted access to Confidential Material receives 

a subpoena or documentary demand that encompasses any Confidential Material produced 

pursuant to this Protective Order, that Qualified Person shall object thereto and provide prompt 

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 8 of 13
written notice to the Party or non-party who originally produced the Confidential Material. If any 

Material designated as Confidential is disclosed, through inadvertence or otherwise, to anyone not 

authorized under the terms of this Protective Order, then the person inadvertently disclosing the 

Confidential Material shall use his or her best efforts to bind the recipient to the terms of this 

Protective Order. Such person shall be informed promptly of all the provisions of this Protective 

Order, identified to the non-disclosing Party, and requested to execute a Confidentiality Agreement 

the form of which is set forth as Exhibit A.

18. Any Confidential Material filed with or otherwise submitted to the Court 

shall be filed or submitted under seal consistent with the local rules for the United States 

Bankruptcy Court for the District of Puerto Rico, and any case management procedures governing 

this Title III proceeding. Any motion to file material under seal must include information sufficient 

to demonstrate that the sealed filing is warranted despite the First Amendment and common law 

rights of access to judicial documents. If any Confidential Material is used in any court proceeding, 

it shall not lose its designation through such use, and the Parties shall take all steps required to 

protect the confidentiality of the Confidential Material during such use, including but not limited 

to designating the portions of the hearing transcript concerning such Material as Confidential.

19. The restrictions imposed by this Protective Order may be modified or 

terminated only by written stipulation of the Parties or by order of the Court. This Protective Order 

shall not prevent any Party or non-party from seeking additional protective orders, or from seeking 

relief, including injunctive and/or other equitable remedies, or from asserting evidentiary 

objections, in a court of competent jurisdiction to prevent the disclosure or use of Confidential 

Material. This Court shall retain full and exclusive jurisdiction during the pendency of this case 

and thereafter to enforce this Protective Order and to grant relief for any violation thereof. All 

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 9 of 13
signatories of Attachment A hereto explicitly consent to the jurisdiction of this Court for such 

purposes.

20. Nothing herein shall be construed as (a) preventing any Party from 

continuing to use any Material in the public domain or that subsequently becomes a part of the 

public domain other than as a result of any act of such Party or of disclosure in violation of this 

Protective Order; (b) limiting a Party’s use or disclosure of its own information designated as 

Confidential; (c) preventing the disclosure of Confidential Material with the consent of the 

designating Party or non-party; or (d) preventing a Party from continuing to use any information 

or Material that it had the right to use and which was obtained independently of disclosure in this 

Title III proceeding.

21. Nothing herein shall be deemed to be a limitation upon, or a waiver of, the 

rights of the Parties or any objections the Parties may have, under the Federal Rules of Civil 

Procedure, the Federal Rules of Bankruptcy Procedure, or the Federal Rules of Evidence. 

RETURN OF CONFIDENTIAL MATERIALS

22. At the conclusion of this Title III Proceeding, by way of final judgment, 

settlement or otherwise, including all appeals, all Confidential Material, along with all copies, 

summaries and compilations thereof (except documents filed with the Court, depositions 

transcripts, and work product) shall be (a) returned to counsel for the designating Party or nonparty; or (b) destroyed (and certified by affidavit as having been destroyed) by counsel for the 

Party in possession thereof. If any person is unable to destroy or return the Confidential Material 

upon reasonable effort, or is prevented from destroying or returning such Material due to operation 

of law, this requirement shall be excused; however, all other duties with respect to the 

confidentiality of this Material shall remain in effect. At the conclusion of this Title III proceeding, 

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 10 of 13
the provisions of this Protective Order shall continue to be binding upon all persons subject to this 

Protective Order.

SO ORDERED.

Dated: April ____, 2018

/s/____________________

JUDITH GAIL DEIN

 United States Magistrate Judge

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 11 of 13
USActive 41690137.2

EXHIBIT A

IN THE 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.2

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

CONFIDENTIALITY AGREEMENT

I, , state that:

1. My address is _____________________________________________________.

2. My present employer is _____________________________________________.

3. My present occupation or job description is _____________________________

__________________________________________________________________

_________________________________________________________________.

4. I have received a copy of the Protective Order entered in the above-entitled action 

on _______________________.

 

2

 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). (Title III Case numbers are listed as bankruptcy case numbers due to software limitations). 

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 12 of 13
- 2 -

5. I have carefully read and understand the provisions of the Protective Order.

6. I will comply with all of the provisions of the Protective Order.

7. I will hold in confidence, will not disclose to anyone not qualified under the 

Protective Order, and will use only for purposes of this action, any Confidential Material that is 

disclosed to me.

8. I will return all Confidential Information that comes into my possession, and 

documents or things that I have prepared relating thereto, to counsel for the party by whom I am 

employed or retained, or to counsel from whom I received the Confidential Material.

9. I hereby submit to the jurisdiction of this Court for the purpose of enforcement of 

the Protective Order.

Dated: ______________ _________________________

Case:17-03283-LTS Doc#:2949-1 Filed:04/23/18 Entered:04/23/18 22:01:21 Desc:

Exhibit A Page 13 of 13