SCHEDULE 3

PROPOSED ORDER

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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:

In re: :

:

THE FINANCIAL OVERSIGHT AND : PROMESA

MANAGEMENT BOARD FOR PUERTO RICO, : Title III

:

as representative of : Case No. 17-BK-3283 (LTS)

:

THE COMMONWEALTH OF PUERTO RICO, et al., : (Jointly Administered)

:

Debtors.1:

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ORDER GRANTING SECOND INTERIM FEE APPLICATION OF PAUL HASTINGS 

LLP, AS COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS, 

FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR PERIOD 

FROM OCTOBER 1, 2017 THROUGH JANUARY 31, 2018

Upon consideration of the application (the “Application”)

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of Paul Hastings LLP (“Paul 

Hastings”), as counsel to counsel to the Official Committee of Unsecured Creditors of all title III 

Debtors (other than COFINA) (the “Committee”), for an order pursuant to sections 316 and 317

of PROMESA, section 503(b) of the Bankruptcy Code made applicable to these cases by section 

 

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-BK3283 (LTS)) (Last Four Digits of Federal Tax ID: 3481), (ii) 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), (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case 

No. 17-BK-3567 (LTS)) (Last Four Digits of Federal Tax ID: 3808), (iv) Puerto Rico Sales Tax Financing 

Corporation (“COFINA”) (Bankruptcy Case No. 17-BK-3284 (LTS)) (Last Four Digits of Federal Tax ID: 

8474); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-BK-4780) (Last 

Four Digits of Federal Tax ID: 3747).

2 Capitalized terms not defined herein shall have the meanings ascribed to them in the Application.

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301(a) of PROMESA, Bankruptcy Rule 2016, and Local Rule 2016-1, for allowance of 

compensation and reimbursement of expenses for the period from October 1, 2017 through 

January 31, 2018, the Court hereby FINDS AND DETERMINES that (i) the Court has 

jurisdiction to consider the Application and the relief requested therein pursuant to section 306(a)

of PROMESA; (ii) venue is proper before this Court pursuant to section 307(a) of PROMESA; 

(iii) due and proper notice of the Application has been provided under the particular 

circumstances and no other or further notice need be provided; (iv) any objections to the 

Application having been resolved; (v) all persons with standing having been afforded the 

opportunity to be heard on the Application; and after due deliberation and sufficient cause 

appearing therefor, it is hereby ORDERED THAT:

1. The Application is granted on an interim basis.

2. Paul Hastings’ claims for fees and expenses for services rendered during the 

Application Period and reimbursement for actual and necessary expenses incurred during the 

Application Period are hereby allowed in the amounts of $7,066,017.75 and $95,462.43, 

respectively. 

3. For the avoidance of doubt, nothing here modifies the Retention Order, including, 

without limitation, paragraph 3 thereof. 

4. To the extent the amounts described in paragraph 2 hereof have not already been 

paid pursuant to the Interim Compensation Order, (a) the Debtors are directed to pay Paul 

Hastings the outstanding fees in the amount of $1,824,040.20 within fourteen days of the date of 

this Order, and any such payment shall be made net of any withholding or other applicable taxes, 

and (b) the Debtors are directed to reimburse Paul Hastings for its outstanding expenses in the 

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amount of $30,631.53 within fourteen days of the date of this Order, and such payment shall be 

made net of any withholding or other applicable taxes.

5. This Court shall retain jurisdiction to hear and determine all matters arising from 

the implementation of this Order.

6. The Committee and Paul Hastings are authorized and empowered to take all 

necessary actions to implement the relief granted in this Order.

7. Notwithstanding the possible applicability of Bankruptcy Rules 6006(d), 7062, 

9014, or otherwise, the terms and conditions of this Order shall be immediately effective and 

enforceable upon its entry.

8. All time periods set forth in this Order shall be calculated in accordance with 

Bankruptcy Rule 9006(a).

Dated: 

HON. LAURA TAYLOR SWAIN

UNITED STATES DISTRICT JUDGE

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