EXHIBIT B

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UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

----------------------------------------------------------------------------------------------------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 COMMONWEALTH OF PUERTO RICO, et al.

Debtors.1 

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

ORDER APPROVING

PROCEDURE TO RESOLVE COMMONWEALTH-COFINA DISPUTE 

Upon the Motion of Debtors for Order Approving Procedure to Resolve the 

Commonwealth-COFINA Dispute (the “Motion”);2

 and 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 the Court having found that certain 

of the relief requested in the Motion is in the best interests of the Debtors, their creditors, and 

other parties in interest; and the Court having found that the Debtors provided adequate and 

appropriate notice of the Motion under the circumstances and that no other or further notice is 

required; and the Court having reviewed the Motion and having heard statements in support of

 

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). 

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the Motion and objections to the Motion at a hearing held before the Court (the “Hearing”); and 

the Court having determined that the legal and factual bases set forth in the Motion and at the 

Hearingin the Limited Objection of Assured Guaranty Corp. and Assured Guaranty Municipal 

Corp. to Motion of Debtors for Order Approving Procedure To Resolve CommonwealthCOFINA Dispute establish just cause for the relief granted herein; and any objections to the 

relief requested herein having been withdrawn or are overruled on the merits; and after due 

deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 

1. The Motion is granted as set forth herein. 

2. The Oversight Board may implement the following actions and procedures 

relating to the Commonwealth-COFINA Dispute: 

a. The Oversight Board, as representative of title III debtor Commonwealth of Puerto 

Rico pursuant to PROMESA section 315(b), shall appoint an independent agent to

serve as the Commonwealth representative to litigate and/or settle the 

Commonwealth-COFINA Dispute on behalf of the Commonwealth (the 

“Commonwealth Agent”). 

b. The Oversight Board shall select the Commonwealth Agent from among the general 

statutory creditors’ committee that may be appointed in the Commonwealth’s title III 

case and at least two nominations made by the creditors of the Commonwealth listed 

on Exhibit B of the Motion. 

c. The Oversight Board, as representative of title III debtor COFINA pursuant to 

PROMESA section 315(b), shall appoint an independent agent to serve as the 

COFINA representative to litigate and/or settle the Commonwealth-COFINA Dispute 

on behalf of COFINA (the “COFINA Agent”). 

d. The Oversight Board shall select the COFINA Agent from among the statutory 

creditors’ committee that may be appointed in COFINA’s title III case and at least 

two nominations made by the creditors and other interested stakeholders of COFINA 

listed on Exhibit C of the Motion. 

e. If the creditors on Exhibit B and/or Exhibit C of the Motion fail to agree on two 

nominations, Oversight Board members Arthur J. Gonzalez and David A. Skeel shall 

 2

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

the Motion. 

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select the Agent(s) after consulting with creditors and considering potential persons 

that had and had not been nominated. 

f. Each Agent shall be entitled to retain legal and other professionals it reasonably 

deems appropriate. 

i. Each Agent and each of its retained advisors shall be compensated by the 

Debtor on whose behalf they are acting, in conformity with PROMESA 

section 316 and any interim compensation procedures ordered by the Court. 

g. The Agents shall cooperate to commence the litigation to resolve the CommonwealthCOFINA Dispute by no later than ten (10) days after the Agents are appointed. In 

advance of the commencement of such litigation, the Agents, the Oversight Board, 

and AAFAF shall agree to a schedule constructed to enable the Court to rule, on a 

finaldispositive basis, on the Commonwealth-COFINA Dispute, on or before 

November 1, 2017, in the absence of a prior settlement. This Subject to paragraph 2(j) 

of this Order, this Order does not impair or release any rights of the government or 

the Oversight Board under PROMESA or otherwise, including PROMESA section 

305.; provided, however, the Oversight Board may not settle the CommonwealthCOFINA Dispute without the consent of both of the Agents. Nothing in this Order 

shall impair any Agent’s rights to appeal this Court’s decision.

h. Each Agent shall endeavor to the best of the Agent’s ability under the circumstances 

to litigate and negotiate from the perspective of what result is best for the Debtor the 

Agent represents based on the Agent’s estimation of the probabilities of the potential 

outcomes, as opposed to what result is best for any particular type of creditor of the 

Debtor the Agent represents, consistent with the approach explained by Chancellor 

Allen of the Delaware Chancery Court in Credit Lyonnais Bank Nederland, N.V. v. 

Pathe Communications Corp., 1991 Del. Ch. LEXIS 215*108 n. 55 (Del. Ch. 1991), 

and espoused in Protective Committee for Independent Shareholders of TMT Trailer 

Ferry, Inc. v. Anderson, 390 U.S. 414, 424-425 (1968). 

i. To the extent it is necessary or desirable to link a settlement to the treatment of 

creditors’ claims in a title III plan of adjustment, the Oversight Board may participate 

in the negotiations in an effort to reach such a settlement. 

j. Any settlement negotiated by the Agents shall only be effective only upon (i) consent 

of the Oversight Board, (ii)adequate and appropriate notice of such settlement to 

creditors and an order of the Court granting an Agent’s or the Oversight Board’s

motion requesting approval of such settlement, or (iiiii) confirmation of a title III plan 

of adjustment incorporating such settlement. 

k. Notwithstanding the appointment of Agents, the Oversight Board shall remain the 

only party authorized by PROMESA to propose a title III plan of adjustment, and to 

carry out that power and duty, the Oversight Board may, at any time, propose a title 

III plan of adjustment for the Commonwealth and/or COFINA that incorporates a 

settlement of the Commonwealth-COFINA Dispute, developed by the Agents, or 

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developed by the Oversight Board, and the Oversight Board may negotiate with 

creditors to achieve such settlement of the Commonwealth-COFINA Dispute. 

3. Nothing herein shall deprive AAFAF and the government of any standing and 

other rights to appear that they have in any litigation relating to the Commonwealth-COFINA 

Dispute or any other litigations. 

4. The Debtors and the Oversight Board, as the Debtors’ representative, are 

authorized to take all actions, and to execute all documents, necessary or appropriate, to 

effectuate the relief granted in this order in accordance with the Motion. 

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

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

Date:_____________, 2017 

San Juan, Puerto Rico 

 _____________________________________

Honorable Laura Taylor Swain 

United States District Judge 

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Document comparison by Workshare Professional on Wednesday, June 21, 

2017 1:40:08 PM 

Input: 

Document 1 ID interwovenSite://USDMS/USActive/37195562/1 

Description 

#37195562v1<USActive> - Puerto Rico - Proposed Order 

Approving Procedure to Resolve Commonwealth-COFINA 

DISPUTE 

Document 2 ID interwovenSite://USDMS/USActive/37196638/7 

Description #37196638v7<USActive> - PR -- Revised Proposed Order 

re CW-COFINA Procedures 

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