Exhibit A 

Proposed Order 

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UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

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

 : 

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

 : 

---------------------------------------------------------------------- X 

ORDER GRANTING DERIVATIVE STANDING TO ACT ON BEHALF OF TITLE III 

DEBTORS FOR CERTAIN LIMITED PURPOSES WITH RESPECT TO 

RESTRUCTURING OF GOVERNMENT DEVELOPMENT BANK OF PUERTO RICO

Upon the Official Committee of Unsecured Creditors’ Motion for Order Granting 

Derivative Standing to Act on Behalf of Title III Debtors for Certain Limited Purposes with 

Respect to Restructuring of Government Development Bank of Puerto Rico (the “Motion”);2 and 

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

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

PROMESA; and 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; and the Court having found 

 

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), (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-BK3567 (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-LTS) (Last Four Digits of 

Federal Tax ID: 3747). 

2

 All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Motion. 

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that the movant 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 the 

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

cause for the relief granted herein; and any objections to the relief requested in the Motion 

having been withdrawn or 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 Committee is granted derivative standing to act on behalf of the Title III 

Debtors (other than COFINA) with respect to the GDB Restructuring for the purpose of 

objecting to and challenging the legality of the GDB Restructuring, including the purported 

Qualifying Modification for which GDB has filed a Title VI application for approval and the 

related transactions contemplated in the GDB Restructuring Act.

3. The Committee may appear in the Title VI case for the purpose of seeking 

confirmation of its direct standing to be heard in that case. 

4. The Title III Debtors shall cooperate with all reasonable requests of the 

Committee in connection with any matters relating to the relief granted herein. 

5. This Court shall retain exclusive jurisdiction over all matters pertaining to the 

implementation, interpretation, and enforcement of this Order. 

Dated: ____________, 2018 

____________________________________ 

HONORABLE LAURA T. SWAIN 

UNITED STATES DISTRICT JUDGE 

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