Bienstock Disclosure

Case:17-03283-LTS Doc#:615 Filed:07/11/17 Entered:07/11/17 18:20:59 Desc: Main
Document Page 1 of 3
Hearing Date: August 9, 2017 at 9:30 a.m. (Prevailing Eastern Time)
Objection Deadline: July 28, 2017 at 4:00 p.m. (Prevailing Eastern Time)
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
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:
In re: :
: PROMESA
THE FINANCIAL OVERSIGHT AND Title III
:
MANAGEMENT BOARD FOR PUERTO RICO, :
as representative of : Case No. 17-BK-3283 (LTS)
:
THE COMMONWEALTH OF PUERTO RICO, et al., Jointly Administered
:
Debtors. 1 :
:
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NOTICE OF HEARING ON APPLICATION OF OFFICIAL COMMITTEE OF

UNSECURED CREDITORS OF COMMONWEALTH OF PUERTO RICO FOR
ENTRY OF ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF
ZOLFO COOPER, LLC AS FINANCIAL ADVISOR, EFFECTIVE AS OF
JUNE 27, 2017
PLEASE TAKE NOTICE that a hearing on the annexed Application of Official
Committee of Unsecured Creditors of Commonwealth of Puerto Rico for Entry of Order
Authorizing Employment and Retention of Zolfo Cooper, LLC as Financial Advisor Effective as
of June 27, 2017 (the “Application”) filed by the Official Committee of Unsecured Creditors of
the Commonwealth of Puerto Rico, pursuant to section 1103(a)(1) of the Bankruptcy Code,
made applicable to these cases by section 301 of the Puerto Rico Oversight, Management and
Economic Stability Act of 2016 or “PROMESA”, will be held before the Honorable Laura
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 BK 3567-LTS) (Last Four Digits of
Federal Tax ID: 3808), and (iv) Puerto Rico Sales Tax Financing Corporation (“COFINA”)
(Bankruptcy Case No. 17 BK 3284) (Last Four Digits of Federal Tax ID: 8474).
Taylor Swain United States District Court Judge, at the United States District Court for the
District of Puerto Rico, in Room 3, 150 Carlos Chardón Street, Federal Building, Office 150, San
Juan, Puerto Rico 00918-1767 on August 9, 2017 at 9:30 a.m. (Prevailing Eastern Time) (the
“Hearing”).
PLEASE TAKE FURTHER NOTICE that any responses or objections
(“Objections”) to the Application shall be in writing, shall conform to the Federal Rules of
Bankruptcy Procedure and the Local Bankruptcy Rules for the District of Puerto Rico, shall be
filed with the District Court (a) by attorneys practicing in the District Court, including attorneys
admitted pro hac vice, electronically in accordance with rule 5 of the Local Rules for the District
of Puerto Rico (the “Local District Court Rules”), and (b) by all other parties in interest, on a
CD-ROM, in text-searchable portable document format (PDF), to the extent applicable, and shall
be served in accordance with the Case Management Procedures (Docket No. 262-1), so as to be
so filed and received no later than July 28, 2017 at 4:00 p.m. (Eastern Time) (the “Objection
Deadline”).
PLEASE TAKE FURTHER NOTICE that that if an Objection to the
Application is not received by the Objection Deadline, the relief requested shall be deemed
unopposed, and the District Court may enter an order granting the relief sought without a
hearing.
[Signature page to follow.]
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Dated: July 11, 2017

San Juan, Puerto Rico
s/ Charles P. Gilmore
Charles P. Gilmore
O’NEILL & GILMORE LLC

Charles P. Gilmore, Esq.
USDC - PR 209614
252 Ponce de Leon Ave.

Citibank Tower Suite 1701
San Juan, Puerto Rico 00918
Tel.: (787) 620-0670
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PAUL HASTINGS LLP
Luc. A. Despins, Esq. (Pro Hac Vice)
Andrew V. Tenzer, Esq. (Pro Hac Vice)
Michael E. Comerford, Esq. (Pro Hac Vice)
G. Alexander Bongartz, Esq. (Pro Hac Vice)
200 Park Avenue
New York, New York 10166
Tel: (212) 318-6000
lucdespins@paulhastings.com
andrewtenzer@paulhastings.com
michaelcomerford@paulhastings.com
alexbongartz@paulhastings.com
Proposed Co-Counsel to the Official Committee

of Unsecured Creditors
3
Case:17-03283-LTS Doc#:615-1 Filed:07/11/17 Entered:07/11/17 18:20:59 Desc:
Zolfo Coopers Retention Application Page 1 of 15
Hearing Date: August 9, 2017 at 9:30 a.m. (Prevailing Eastern Time)
Objection Deadline: July 28, 2017 at 4:00 p.m. (Prevailing Eastern Time)
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:
In re: :
: PROMESA
:
:
:
Debtors. 1 :
:
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APPLICATION OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS

OF COMMONWEALTH OF PUERTO RICO FOR ENTRY OF ORDER
AUTHORIZING EMPLOYMENT AND RETENTION OF ZOLFO
COOPER, LLC AS FINANCIAL ADVISOR, EFFECTIVE AS OF JUNE 27, 2017
To the Honorable United States District Court Judge Laura Taylor Swain:
The Official Committee of Unsecured Creditors of the Commonwealth of Puerto Rico
(the “Committee”) hereby submits this application (the “Application”) for entry of an order
authorizing the retention and employment of Zolfo Cooper, LLC (either “Zolfo Cooper” or the
“Firm”) as its financial advisors effective as of June 27, 2017. In support of this Application, the
Committee relies upon the declaration of Carol Flaton (the “Flaton Declaration”), attached hereto
as Exhibit B, and respectfully represents as follows:
1
BACKGROUND
1. On May 3, 2017, the Financial Oversight and Management Board for Puerto Rico
(the “Oversight Board”) commenced a title III case for the Commonwealth of Puerto Rico by
filing a voluntary petition for relief pursuant to PROMESA § 304(a) (the “Commonwealth Title
III Case”).2 Thereafter, the Oversight Board commenced a title III case for each of COFINA, the
Employees Retirement System for the Commonwealth of Puerto Rico, and the Puerto Rico
Highways and Transportation Authority (together with the Commonwealth Title III Case, the
“Title III Cases”).3
2. By order dated June 29, 2017, the Court approved the joint administration of the
Title III Cases [Docket No. 537].
3. On July 2, 2017, the Oversight Board commenced a title III case for the Puerto
Rico Electric Power Authority.
4. On June 15, 2017, the Office of the United States Trustee for the District of
Puerto Rico (the “U.S. Trustee”) filed a Notice Appointing Creditors Committee for Unsecured
Creditors [Docket No. 338]. The members of the Committee are the American Federation of
Teachers, Drivetrain, LLC as the Creditors’ Trustee for Doral Financial Corporation (“DFC”),
Genesis Security Services, Inc., Puerto Rico Hospital Supply, Inc., Service Employees
International Union, Total Petroleum Puerto Rico Corp., and the Unitech Engineering Group,
S.E.
5. On June 27, 2017, the Committee selected Zolfo Cooper as financial advisor to
the Committee. The engagement letter (the “Engagement Letter”) providing the terms and
2
References to PROMESA are references to 48 U.S.C. §§ 2101 et. seq.
3
Unless otherwise indicated, references to docket numbers shall be to the docket of the Commonwealth
Title III Case.
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conditions of the Committee’s proposed retention of Zolfo Cooper, effective as of June 27, 2017,
is attached hereto as Exhibit C.
6. The Committee is familiar with the professional standing and reputation of Zolfo
Cooper, and selected Zolfo Cooper because of its wealth of experience in providing financial
advisory services in restructurings and reorganizations across the United States and because it
has exemplary qualifications to perform the services required by the Committee in these cases.
7. The Committee considered the requests for retention made by various financial
advisory firms and interviewed such firms before selecting Zolfo Cooper. Consistent with the
foregoing, the Committee believes that it had sufficient information to make an informed
decision to retain and employ Zolfo Cooper.
JURISDICTION AND VENUE
8. The Court has jurisdiction over this matter pursuant to PROMESA § 306(a), and
venue is proper pursuant to PROMESA § 307(a).
RELIEF REQUESTED
9. By this Application, the Committee seeks the entry of an order authorizing the
retention and employment of Zolfo Cooper as financial advisor to the Committee effective as of
June 27, 2017, pursuant to Bankruptcy Code section 1103(a) made applicable to the Title III
Cases by PROMESA section 301(a), Bankruptcy Rule 2014(a) made applicable to the Title III
Cases by PROMESA section 310, Rule 2014-1 of the Local Bankruptcy Rules for the United
States Bankruptcy Court for the District of Puerto Rico (the “Local Rules”), and, to the extent
required by the foregoing, the guidelines adopted by the Executive Office for United States
Trustees (“EOUST”). To the extent the Application does not comply in every respect with such
requirements, the Committee respectfully requests a waiver for any such non-compliance.
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10. The Committee requires the services of Zolfo Cooper to provide financial
advisory services as further detailed below.
ZOLFO COOPER’S QUALIFICATIONS
11. Zolfo Cooper is well qualified to serve as a financial advisor to the Committee.
Zolfo Cooper specializes in assisting and advising committees, debtors, lenders, creditors,
investors and court-appointed officials in bankruptcy cases and out-of-court workouts. Its
services have included, among other things, assistance in (i) developing, analyzing, evaluating,
negotiating and confirming chapter 11 plans; (ii) testifying in cases regarding debtor-in-
possession financing, feasibility, debt restructuring, valuation and insolvency-related litigation;
and (iii) advising committees and debtors in the various financial aspects of bankruptcy
reorganization and sale processes in numerous nationally prominent bankruptcy cases. Zolfo
Cooper’s qualifications, including a description of its staffing and approach in providing services
are more fully set forth in the Flaton Declaration.
ZOLFO COOPER’S DISINTERESTEDNESS
11. The Committee submits that the retention of Zolfo Cooper under the terms
described herein is appropriate under sections 1103 of the Bankruptcy Code, made applicable to
these Title III Cases by PROMESA section 301. Zolfo Cooper is a “disinterested person,” as
that term is defined in section 101(14) of the Bankruptcy Code and as required by section
1103(b) of the Bankruptcy Code, made applicable to these Title III Cases by PROMESA section
301. Section 101(14) of the Bankruptcy Code defines “disinterested person” as a person that:
(A) is not a creditor, an equity security holder, or an insider;
(B) is not and was not, within 2 years before the date of the filing of
the petition, a director, officer, or employee of the Debtors; and
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(C) does not have an interest materially adverse to the interest of the
estate or of any class of creditors or equity security holders, by
reason of any direct or indirect relationship to, connection with,
or interest in, the debtor, or for any other reason.
11 U.S.C. § 101(14).
12. Pursuant to section 1103(b) of the Bankruptcy Code, a professional employed to
represent a committee may not, while employed by such committee, represent any other entity
having an adverse interest in connection with the case.
13. As discussed in more detail in the Flaton Declaration, Zolfo Cooper has advised
the Committee that it satisfies the standards set forth in the Bankruptcy Code for a disinterested
persons as defined by section 101(14) of the Bankruptcy Code. Zolfo Cooper, and its
professionals, have represented that they (a) are not creditors, equity security holders, or insiders
of the Debtors; (b) are not and were not, within two (2) years before the date of the filing of the
Debtors’ Title III cases, a director, officer, or employee of the Debtors; and (c) do not represent
or hold an interest adverse to the interests of the estate with respect to the matters in which Zolfo
Cooper is proposed to be employed.
14. To the best of the Committee’s knowledge, information and belief, Zolfo Cooper
is not owed any amounts with respect to pre-petition fees and expenses, is not related to or
connected with, and neither holds nor represents any interest adverse to, the Debtor, their estates,
their creditors or any other party in interest herein or their respective attorneys or the U.S.
Trustee or anyone employed in the Office of the U.S. Trustee in the matters for which
Zolfo Cooper is proposed to be retained, except that Zolfo Cooper is connected with the
Committee by virtue of this engagement. Zolfo Cooper may represent, or may have represented,
certain of the Debtors’ creditors or other parties in interest, or interests adverse to such creditors
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or other parties in interest, in matters unrelated to these Title III cases. Zolfo Cooper is involved
in other, unrelated matters in which certain of the Judges listed on Schedule 1 may be presiding
over the cases and certain Unites States Trustees may also be involved. Further, Zolfo Cooper
may have engaged, been engaged by or had mutual clients with, may currently be engaging, be
engaged by or have mutual clients with, and may in the future engage, be engaged by or have
mutual clients with certain law firms, financial advisors, accounting firms and other
professionals that are potential parties-in-interest or may become parties-in-interest, in matters
unrelated to these Title III Cases.
15. Consequently, Zolfo Cooper has advised the Committee that it is a “disinterested
person,” as that term is defined in section 101(14) of the Bankruptcy Code and as required by
section 1103(b) of the Bankruptcy Code.
16. The Flaton Declaration, executed on behalf of Zolfo Cooper in accordance with
section 1103(a) of the Bankruptcy Code and Bankruptcy Rule 2014 and which details the process
for evaluating whether Zolfo Cooper is disinterested for purposes of this engagement, is
appended hereto and incorporated herein by reference. Specifically, Zolfo Cooper informed the
Committee that it has undertaken a detailed search of available information and records to
determine and to disclose whether it is performing or has performed services for any of the
Debtor, their affiliates and other interested parties identified in pleadings filed on the docket in
the Title III Cases (the “Interested Party List”), and attached to the Flaton Declaration as
Schedule 1. Zolfo Cooper ran the Interested Party List through Zolfo Cooper’s relationship
conflict database (“Database”), which is an Access computer database containing names of
individuals and entities that are present or recent former clients of Zolfo Cooper. Zolfo Cooper
then reviewed those results, which review was completed under the supervision of the in-house
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General Counsel of Zolfo Cooper. A summary of the results of this search showing any
relationships Zolfo Cooper has or had with any parties on the Interested Parties List is set forth in
Schedule 2 to the Flaton Declaration. Recently Zolfo Cooper has become aware that an
additional Interested Party List containing over 10,000 pages of additional parties, listing over
600,000 creditors, has been filed in these Title III Cases. Zolfo Cooper has begun efforts to run
these additional parties through its conflict database and, to the extent appropriate, will be
submitting supplemental declarations disclosing its relationships, if any, with these additional
parties.
17. Based upon the information presently available, Zolfo Cooper has represented that
(a) it is aware of no clients or client connections that would be in conflict with Zolfo Cooper’s
proposed engagement by the Committee, and (b) none of the services that were or will be
provided in the course of any of the engagements for parties listed in Schedule 2 to the Flaton
Declaration: (i) is connected in any way to these Title III Case or any matters for which the
Committee is seeking to retain Zolfo Cooper; (ii) will impact or conflict with or be adverse to the
Debtors or the Committee in these Title III Cases; or (iii) will compromise Zolfo Cooper’s
ability to provide services to the Committee and its constituents in these Title III Cases. The
Committee is advised that Zolfo Cooper Management, LLC, an affiliate firm of Zolfo Cooper,
was previously engaged to provide interim management services in the chapter 11 cases of both
DFC, the former parent company of Doral Bank, and Doral Properties, Inc. (“DP”), where Carol
Flaton, a managing director of Zolfo Cooper, served as chief restructuring officer of DFC, and
Scott Martinez, a director of Zolfo Cooper, served as chief restructuring officer of DP and an
associate director of restructuring for DFC. Additionally, the Committee is advised that Mr.
Martinez also recently served as the liquidating trustee of DP. Further, the Committee is advised
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that Enrique Ubarri, a senior advisor of Zolfo Cooper, recently served as the general counsel of
various Puerto Rican companies, including serving as the Executive Vice President and General
Counsel of DFC, and Mr. Ubarri has an unresolved, unsecured claim against DFC which arises
as a result of Mr. Ubarri’s prepetition employment agreement with DFC. The Committee is
advised that Mr. Ubarri expects that this claim will be addressed in the normal course of DFC’s
claims resolution process, and Mr. Ubarri continues to serve as a consultant to the Committee
Member, Drivetrain, LLC as the Creditors’ Trustee for DFC,4 and in that role he provides
background and historical information regarding the assets of, and claims against, DFC; provided
that under no circumstances will Mr. Ubarri provide advice with respect to any DFC matters
related to the Title III Cases.
18. It should be understood that Zolfo Cooper’s former clients and their affiliates,5
officers, directors, principal shareholders and their respective affiliates may have had
relationships with parties in interest in these Title III Cases of which Zolfo Cooper was not
informed or, subsequent to the performance of Zolfo Cooper’s services for such former clients,
may have developed relationships with such parties of which Zolfo Cooper is unaware.
19. To the best of Zolfo Cooper’s knowledge and belief, except as set forth in Schedule 2
to the Flaton Declaration, none of Zolfo Cooper’s current or former clients (including their
affiliates, officers, directors, principal shareholders and their respective affiliates) is connected to
the entities on the Interested Party List, and any other parties in interest known to Zolfo Cooper.
4
Pursuant to DFC’s confirmed plan of reorganization, ownership of all of DFC’s assets and claims was
assigned to a newly created standalone entity, the Creditors’ Trust, and Drivetrain, LLC, was
appointed as the Creditors’ Trustee.
5
The “Zolfo Cooper” trademark name is owned by Zolfo Cooper Holdings, LLC, Zolfo Cooper’s
parent company, and it is used in the United States by Zolfo Cooper, LLC and its subsidiaries. The
Zolfo Cooper trademark is used in Hong Kong and the People’s Republic of China under license
agreements, without common ownership with Zolfo Cooper.
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20. Zolfo Cooper has indicated that it will promptly supplement the Flaton Declaration,
disclosing any material developments regarding the Debtor or any other pertinent relationships
that require disclosure in the above-referenced Title III Cases, if and when any such
developments or relationships come to Zolfo Cooper’s attention.
Scope of Services
21. Zolfo Cooper has begun to provide assistance to the Committee in accordance with
the terms and conditions which are set forth in the Flaton Declaration and in the Engagement
Letter.
22. Zolfo Cooper will work closely with Paul Hastings to ensure that there will be no
duplication of efforts or unnecessary overlap in the services to be provided by Zolfo Cooper and
those that have been provided or which will be provided by the Committee’s other professionals.
It is presently anticipated that Zolfo Cooper will provide the following services:
a) analyze the Commonwealth’s 10-year Fiscal Plan and FY2018 annual budget,
operations, and related financial projections, including budgets and operation
assessments and assumptions of the Commonwealth;
b) analyze the Commonwealth’s debt capacity and proposed capital structure;
c) review and analyze the Plan of Adjustment proposed by the Financial Oversight
and Management Board (“Oversight Board”);
d) evaluate the financial aspects of any potential financing by the Oversight Board;
e) assist the Committee in connection with the financial aspects of negotiations with
the Commonwealth;
f) assist the Committee with meetings with the Commonwealth or other third parties,
as appropriate in connection with the matters set forth herein;
g) advise and assist the Committee and counsel in reviewing and evaluating any court
motions, applications, complaints, or other forms of relief filed or to be filed by the
Debtors or any other parties-in-interest;
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h) monitor Debtors’ claims management process, analyze claims, analyze guarantees,

and summarize claims;
i) advise and assist the Committee in identifying and/or reviewing any preference
payments, fraudulent conveyances and other potential claims or causes of action
that the Debtors’ may hold against third parties;
j) advise and assist the Committee in reviewing payments made by the

Commonwealth or other governmental entities to creditors;
k) prepare documents and provide testimony in or related to the Title III Cases, as
necessary and customary, with respect to matters on which we have been engaged
to advise the Committee hereunder;
l) in connection with all the aforementioned services, assist the Committee with
communication between the Committee and the other professionals performing
services for the Committee in relation to these Title III Cases and potential
litigation related thereto; and
m) provide other services as requested by the Committee.
23. Zolfo Cooper represented to the Committee that Zolfo Cooper’s decision to accept this
engagement to advise and assist the Committee is contingent upon its ability to be retained in
accordance with the terms and conditions of employment and compensated for its services and
reimbursed for the out-of-pocket expenses it incurs in accordance with its customary billing
practices including any indemnification provisions outlined in the Engagement Letter, and
modified by the Proposed Order to comply with the practices and requirements of this Court.
Terms of Retention and Compensation
24. Zolfo Cooper has advised the Committee that Zolfo Cooper is not owed any amounts
with respect to prepetition fees and expenses in connection with these Title III Cases.
25. The Flaton Declaration and the Engagement Letter set forth the terms and conditions of
Zolfo Cooper’s employment, its staffing and approach, and its billing practices. Zolfo Cooper
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has requested that the Committee seek this Court’s approval of such matters with the filing of
this Application.
26. Zolfo Cooper has represented to the Committee that it charges fees based on actual
hours expended to perform its services at standard hourly rates established for each employee, as
adjusted semi-annually, and it is the customary practice of the Firm to bill clients for travel time
consistent with guidelines of the jurisdiction. For this jurisdiction, therefore, Zolfo Cooper has
represented to the Committee that it will apply a 50% discount rate to non-working travel time
billed. The Committee has been advised by Zolfo Cooper that its time entries are recorded in
six-minute increments, and Zolfo Cooper’s fees reflect economies resulting from the use of
paraprofessional and support personnel to develop schedules and analyses, input computer data,
perform research, work on fee applications, and other activities necessary to the efficient
administration of a case. Zolfo Cooper has advised the Committee that it does not include
support services in the Firm’s overhead for the purpose of establishing billing rates, and its
billing rates are generally representative of prevailing market rates, as awarded by other courts in
similar circumstances, based on the customary compensation charged by comparably skilled
practitioners in bankruptcy and non-bankruptcy engagements.
27. Subject to this Court’s approval, and as described in the Flaton Declaration and
Engagement Letter, the Committee requests that Zolfo Cooper be entitled to receive
compensation at the following hourly rates in effect as of January 1, 2017:
Managing Directors US $850 - $1,035

Professional Staff US $305 - $850
Support Personnel US $60 - $290
28. Additionally, in light of the unprecedented nature of the Title III Cases and the fact that
the Title III Cases do not involve a corporate entity but rather a U.S. territory where residents’
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access to basic essential services has oftentimes been limited, Zolfo Cooper has agreed to
provide an adjustment to its fees. Zolfo Cooper has agreed, in advance, to this reduction to its
fees due to Puerto Rico being a territory of the United States, the unprecedented nature of these
Title III Cases, and the severe economic distress of the people in the territory of Puerto Rico. By
this reduction, Zolfo Cooper further endeavors to have transparency around its fees. It is
understood that Zolfo Cooper shall provide monthly fee statements and interim fee statements,
which shall include all of its fees for hours worked. Zolfo Cooper shall be subject to any
interim compensation orders entered by the District Court. Zolfo Cooper’s final allowed
compensation shall reflect a write off of twenty percent (20%) of the total professional fees
sought during the entire case in connection with such final fee application, with the precise fees
to be waived to be designated by Zolfo Cooper (in its sole discretion) in connection with the
final fee application process.
29. Zolfo Cooper’s charges for reasonably incurred, out-of-pocket expenses associated
with an assignment including, but not limited to, costs of reproduction, typing, our legal counsel,
any applicable state sales or excise taxes and other direct expenses. Except as follows, all
expenses will be billed at actual cost, exclusive of amortization of the cost of any investment,
equipment or capital outlay: (i) internal charges for outgoing out-of-town facsimile transmissions
will be billed at $1.00 per page for domestic transmissions and $2.50 per page for foreign
transmissions, and (ii) internal photocopy charges will be billed at $.25 per page.
30. The Committee understands that all allowed compensation and expenses will be paid
by the Commonwealth and any other Title III debtor(s) (if any) for which the Committee acts as
the official committee of unsecured creditors, and that counsel for the Puerto Rico Fiscal Agency
and Financial Advisory Authority has represented that the Commonwealth (and any other Title
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III debtor(s) (if any) for which the Committee acts as the official committee of unsecured
creditors) have agreed to pay the fees and expenses of the Committee’s professionals on a timely
basis after allowance by the Court or as provided in any interim compensation order. The
Committee further understands that counsel for the Oversight Board has represented that, in
accordance with PROMESA section 305, the Oversight Board has consented to the
Commonwealth’s (and any other Title III debtor(s) (if any) for which the Committee acts as the
official committee of unsecured creditors) payment as described herein.
31. The Committee understands that under no circumstances shall the Committee members
be responsible for payment of Zolfo Cooper’s fees and expenses. The Committee believes that,
in light of the nature and complexity of these Title III Cases and Zolfo Cooper’s qualifications,
the above rates, and the terms and conditions of Zolfo Cooper’s employment, are reasonable.
32. None of Paul Hastings, the members of the Committee, or any of their agents are or
shall be responsible for the payment of Zolfo Cooper’s fees and costs arising out of the
engagement described and referenced herein, regardless of whether or not Zolfo Cooper is paid
in full by the Debtors.
33. Zolfo Cooper negotiated the terms and conditions of the Engagement Letter at arm’s
length and in good faith. Notwithstanding anything to the contrary in the Engagement Letter,
Zolfo Cooper has agreed to certain modifications to its standard indemnification and limitations
on liability provisions as reflected in the Proposed Order attached hereto as Exhibit A. The
Committee and Zolfo Cooper believe that the indemnification language proposed therein
complies with similar Court’s requirements for similar engagements of other professionals in
chapter 11 cases similar to these Title III Cases. Zolfo Cooper has been retained with similar or
more expanded indemnification language in other representations in other jurisdictions. See,
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e.g., In re AOG Entertainment, Inc., No. 16-11090 SMB) (Bankr. S.D.N.Y. March 1, 2017); In
re The Great Atlantic & Pacific Tea Company, No. 15-23007 RDD) (Bankr. S.D.N.Y. July 24,
2015); In re Chassix Holdings. Inc., No. 15-10578 MEW) (Bankr. S.D.N.Y. March 12, 2015); In
re Allied Nevada Gold Corp., No. 15-10503 (MFW) (Bankr. D. Del. March 10, 2015); In re The
Standard Register Company, No. 15-10541 (BLS) (Bankr. D. Del. March 12, 2015); In re
Caesars Enertainment Operating Company, Inc., No. 15-01145 (ABG) (Bankr. N.D. Ill January
15, 2015); In re Deb Stores Holdings LLC, No. 14-12676 (KG) (Bankr. D. Del. December 4,
2014) and In re Exide Technologies, No. 13-11482 (KJC) (Bankr. D. Del. June 10, 2013).
NOTICE
34. Notice of this Application has been provided to the following entities, or their counsel,
if known: (i) the U.S. Trustee; (ii) the Office of the United State Attorney for the District of
Puerto Rico; (iii) the Oversight Board; (iv) the Puerto Rico Fiscal Agency and Financial
Advisory Authority; (v) the official committee of retirees; (vi) the insurers of the bonds issued or
guaranteed by the Debtors; (vii) counsel to certain ad hoc groups of holders of bonds issued or
guaranteed by the Debtors6; and (viii) all parties that have filed a notice of appearance in the
Title III Cases.
NO PRIOR REQUEST
35. No previous application for the relief requested herein has been made to this or any
other Court.
[Remainder of page left intentionally blank.]
6
Which include the Mutual Fund Group, the Ad Hoc Group of General Obligation Bondholders, the
COFINA Senior Bondholders’ Coalition, and the QTCB Noteholder Group, each as such group is
defined at Docket Nos. 28, 68, 216, and 134, respectively.
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WHEREFORE, the Committee respectfully requests that the Court enter an order
substantially in the form attached hereto as Exhibit A, authorizing the Committee to employ and
retain Zolfo Cooper, effective as of June 27, 2017, and granting such other and further relief as
the Court deems just and proper.
THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS
By: The American Federation of Teachers

Solely in its capacity as member of the Committee
(and not in its individual capacity);
authorized by the Committee to sign this
Application
By: _/s/ Mark Richard___________________________
Name: Mark Richard

Title: Counsel to the President
Filed by:
s/ Charles P. Gilmore
Charles P. Gilmore
O’NEILL & GILMORE LLC

Charles P. Gilmore, Esq.
USDC - PR 209614
252 Ponce de Leon Ave.
Citibank Tower Suite 1701
San Juan, Puerto Rico 00918
Tel.: (787) 620-0670
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PAUL HASTINGS LLP
Luc. A. Despins, Esq. (Pro Hac Vice)
200 Park Avenue
New York, New York 10166
Tel: (212) 318-6000
lucdespins@paulhastings.com
Proposed Co-Counsel to the Official Committee of

Unsecured Creditors
15
Exhibit A - Proposed Order Page 1 of 5
Exhibit A
Proposed Order
SMRH:225493947.2 -1-

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:
In re: :
: PROMESA
:
:
:
Debtors. 1 :
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ORDER AUTHORIZING OFFICIAL COMMITTEE OF UNSECURED CREDITORS

OF COMMONWEALTH OF PUERTO RICO TO EMPLOY AND RETAIN ZOLFO
COOPER, LLC AS FINANCIAL ADVISOR, EFFECTIVE AS OF JUNE 27, 2017
2
Upon the application (the “Application”) of the Official Committee of Unsecured
Creditors of the Commonwealth of Puerto Rico (the “Committee”) appointed in the above-
captioned cases for entry of an order (the “Order”), pursuant to sections 1103 of the Bankruptcy
Code and Local Rule 2014-1(e) authorizing the retention and employment of Zolfo Cooper, LLC
(“Zolfo Cooper”), effective as of June 27, 2017, as the Committee’s financial advisors; and upon
the Flaton Declaration annexed to the Application in support thereof; the Court hereby FINDS
AND DETREMINES that (i) the Court has jurisdiction to consider the Application and the relief
requested therein pursuant to section 306(a) of PROMESA; (ii) venue of these Title III Cases
1
2
Capitalized terms not defined herein shall have the meanings ascribed to them in the Application.
SMRH:225493947.2 -2-
and the Application in this district is proper pursuant to section 307(a) of PROMESA; (iii) the
Committee provided due and proper notice of the Application and no other or further notice need
be provided; (iv) it appearing that Zolfo Cooper is “disinterested” and eligible for retention
pursuant to sections 101(14) of the Bankruptcy Code, (v) the terms of the engagement pursuant
to the Engagement Letter and as modified herein, are reasonable and appropriate; and (vi) this
Court having determined that the relief requested in the Application is necessary and in the best
interests of the Committee and its members; and after due deliberation, and sufficient cause
appearing therefor, it is hereby ORDERED THAT:
1. The Application is APPROVED.
2. In accordance with section 1103 of the Bankruptcy Code, made applicable to the
Title III Cases pursuant to section 301(a) of PROMESA, the Committee is authorized to employ
and retain Zolfo Cooper as its financial advisors under the terms and for the purposes set forth
and as requested in the Application, the Flaton Declaration and the Engagement Letter as
modified herein.
3. Zolfo Cooper is authorized to perform the services enumerated in the Application
and the Flaton Declaration. The terms of the Engagement Letter are approved and Zolfo Cooper
shall be entitled to be compensated and reimbursed for the services identified in the Engagement
Letter and Application, pursuant to PROMESA sections 316 and 317, the applicable Bankruptcy
Rules, the Local Rules of this Court, and such orders as the Court may direct.
4. Zolfo Cooper’s fees for services will be based on Zolfo Cooper’s standard hourly
rates, plus reasonable and necessary expenses, as set forth in the Application, Flaton Declaration
and Engagement Letter. Zolfo Cooper shall be compensated in accordance with and will file
interim and final fee applications for allowance of its compensation and expenses in
SMRH:225493947.2 -3-
accordance with any compensation order entered by this court. Zolfo Cooper has agreed to
reduce its fees by an amount equal to 20% of the total fees sought to be paid in connection with
its final fee application; for the avoidance of doubt the precise fees to be waived pursuant to this
voluntary reduction will be designated by Zolfo Cooper (in its sole discretion), with such
designation to be made in connection with the final fee application process. Pursuant to
Bankruptcy Code section 503(b)(1), made applicable by PROMESA section 301(a), the fees and
expenses of Zolfo Cooper under this Order shall be an administrative expense of the Debtors.
5. The Commonwealth, and any other Title III debtor for which the Committee acts
as the official committee of unsecured creditors shall be responsible for such compensation and
reimbursement of expenses and have consented to pay Zolfo Cooper’s fees and expenses within
ten days of allowance by the Court or as provided in any interim compensation order. The
Oversight Board, in accordance with PROMESA section 305, has consented to the
Commonwealth’s (and any other Title III debtor(s) (if any) for which the Committee acts as the
official committee of unsecured creditors) payment as provided in this Order.
6. Such payments shall be made net of any withholding or other applicable taxes,
and Zolfo Cooper shall indicate in its periodic fee statements whether there has been any
increase in the rates set forth in the Application. Under no circumstances shall the Committee
members be responsible for payment of Zolfo Coopers’ fees and expenses.
7. The Committee and Zolfo Cooper are authorized and empowered to take all
necessary actions to implement the relief granted in this Order.
8. This Court shall retain jurisdiction with respect to all matters arising from or
related to this Order or Zolfo Cooper’s services for the Committee.
SMRH:225493947.2 -4-
9. To the extent there is an inconsistency between this Order, the Engagement Letter
and the Application, the terms of this Order shall govern.
10. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry.
Dated: _____________________, 2017

New York, New York
____________________________________
HONORABLE LAURA T. SWAIN
UNITED STATES DISTRICT JUDGE
SMRH:225493947.2 -5-
Exhibit B - Declaration in Support of Application Page 1 of 43
Exhibit B
Flaton Declaration
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Debtors. 1 :
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DECLARATION OF CAROL FLATON IN SUPPORT OF APPLICATION OF

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF THE
COMMONWEALTH OF PUERTO RICO FOR ENTRY OF AN ORDER
AUTHORIZING THE EMPLOYMENT AND RETENTION
OF ZOLFO COOPER, LLC AS ITS FINANCIAL ADVISOR,
EFFECTIVE AS OF JUNE 27, 2017
Under 28 U.S.C. § 1746, I, CAROL FLATON, declare as follows under the penalty of
perjury:
1. I am a managing director of the firm Zolfo Cooper, LLC (“Zolfo Cooper” or the
“Firm”), a New Jersey limited liability company. The information included in this Declaration
concerning Zolfo Cooper is based upon my personal knowledge.
1
-1-
2. This Declaration is being submitted in support of the application (the
“Application”)2 filed in connection with the proposed retention of Zolfo Cooper as financial
advisor for the Committee.
3. On June 26, 2017, the Committee selected Paul Hastings LLP (“Paul Hastings”)
to serve as counsel to the Committee, subject to Court approval. On June 27, 2017, the
Committee selected Zolfo Cooper to serve as its financial advisor effective June 27, 2017,
subject to Court approval.
4. The Committee requires the services of Zolfo Cooper to provide financial
advisory services. The Committee is familiar with the professional standing and reputation of
Zolfo Cooper. The Committee understands and recognizes that Zolfo Cooper has a wealth of
experience in providing financial advisory services in restructurings and reorganizations across
the United States and has exemplary qualifications to perform the services required by the
Committee in these Title III Cases. Zolfo Cooper has been requested to and began immediately
to provide assistance to the Committee as of June 27, 2017.
5. Zolfo Cooper has begun to provide assistance, as agreed, to the Committee in
accordance with the terms and conditions set forth herein, in the Committee’s Application to
employ Zolfo Cooper and in the Engagement Letter which is appended to the Application as
Exhibit C and incorporated herein by reference. Accordingly, I make this Declaration in support
of an entry of order authorizing such retention.
6. It is presently anticipated that Zolfo Cooper will provide the following services:
a) analyze the Commonwealth’s 10-year Fiscal Plan and FY2018 annual budget,
operations, and related financial projections, including budgets and operation
assessments and assumptions of the Commonwealth;
2
Capitalized terms not defined herein shall have the meanings ascribed to them in the Application.
-2-
c) review and analyze the Plan of Adjustment proposed by the Financial Oversight
and Management Board (“Oversight Board”);
e) assist the Committee in connection with the financial aspects of negotiations with
the Commonwealth;
f) assist the Committee with meetings with the Commonwealth or other third parties,
as appropriate in connection with the matters set forth herein;
h) monitor Debtors’ claims management process, analyze claims, analyze guarantees,

and summarize claims;
payments, fraudulent conveyances and other potential claims or causes of action
that the Debtors’ may hold against third parties;
j) advise and assist the Committee in reviewing payments made by the

Commonwealth or other governmental entities to creditors;
k) prepare documents and provide testimony in or related to the Title III Cases, as
necessary and customary, with respect to matters on which we have been engaged
to advise the Committee hereunder;
communication between the Committee and the other professionals performing
services for the Committee in relation to these Title III Cases and potential
litigation related thereto; and
Qualifications
7. As one of the world’s leading financial advisory, interim management and
litigation support firms, with a team of restructuring, litigation and forensic specialists in North
America, Europe and Asia-Pacific, specializing in advising debtors, lenders, creditor committees,
-3-
investors and court-appointed officials in formal bankruptcy cases and out-of-court workouts,
Zolfo Cooper has significant qualifications and experience in the types of matters for which the
Committee seeks to engage us. Zolfo Cooper has a reputation for quality and breadth of
experience, and a proven track record for success, earned by serving clients in numerous
nationally prominent bankruptcy cases. Among other cases, Zolfo Cooper has been retained by
Official Committees in the chapter 11 cases of Core Media; BCBG Max Azria; Essar Steel
Minnesota, UCI International, Vertellus Specialties, Vestis Retail Group, Verso Corp, Alpha
Natural Resources, American Apparel, Haggen, The Great Atlantic & Pacific Tea Company,
Chassix Holdings, Standard Register, Allied Nevada, Caesars Entertainment Operating
Company, Deb Stores, Exide Technologies, AMR Corp. and Eastman Kodak.
8. I, Carol Flaton, will be responsible for the overall design of Zolfo Cooper’s
services and direction of the engagement team. I have 30 years of diversified business
experience in restructuring, banking and finance across an array of industries, including
mortgage finance, mono-line insurance, structured products, energy, homebuilding, rental car,
retail and education. I have advised debtors, creditors and equity holders engaged in
restructurings, debt exchanges, refinancings, capital raises and winddowns. My most recent
assignments include representing the unsecured creditors of Haggen and the Great Atlantic &
Pacific Company; and serving as the chief restructuring officer of Doral Financial Corporation
and Cetera Financial Group. Additional recent assignments include Thomas Jefferson School of
Law, a confidential toll road company and a confidential aerospace company. I am a graduate of
the University of Delaware and the International Institute of Management Development.
-4-
Staffing and Approach
9. A substantial portion of Zolfo Cooper’s work is advisory and involves Zolfo
Cooper’s professionals counseling senior client personnel regarding high-level strategic and
tactical issues. Indeed, a substantial portion of Zolfo Cooper’s professionals have in excess of 20
years of relevant business experience. Both the Firm’s internal structure and work approach are
designed around its unusual staff composition of senior professionals. Individual staff members
are assigned project roles, to bring to bear their particular talents and experience in view of the
specific requirements of the engagement. Zolfo Cooper provides high value for its fees,
efficiently leveraging its experienced professionals by directing Debtors personnel regarding the
informational requirements of the Committee.
10. Integral to any team approach, and essential to minimize misunderstandings and
assure continuity of service in a large, multifaceted case such as this one, are conferences,
meetings and worksessions among the members of the engagement team. Ongoing
communications and review of work product facilitate the sharing of information and assure
continued alignment with established priorities and objectives, thereby reducing the time
expended and avoiding duplicative efforts. Zolfo Cooper communicates continually with its
clients on the status and results of its work efforts and interfaces with other professionals to
improve coordination and ensure that it does not duplicate services rendered by other
professionals retained in the case.
Disinterestedness
11. To the best of my knowledge and belief, insofar as I have been able to ascertain
after due inquiry, none of the members or employees of Zolfo Cooper (a) is related to the
Debtors, their creditors, other parties in interest herein, or the United States Trustee (the “U.S.
-5-
Trustee”) or anyone employed in the Office of the U.S. Trustee, or any of the Judges of this
Court, or (b) holds or represents any interest adverse to any such party, except that Zolfo Cooper
is connected with the Committee by virtue of this engagement. Zolfo Cooper may represent or
have represented certain of the Debtor’s creditors or other parties in interest herein, or interests
adverse to such creditors or other parties in interest herein, in matters unrelated to these Title III
Cases. Further, Zolfo Cooper may have engaged, been engaged by or had mutual clients with,
may currently be engaging, be engaged by or have mutual clients with, and may in the future
engage, be engaged by or have mutual clients with certain law firms, financial advisors,
accounting firms and other professionals that are potential parties-in-interest or may become
parties-in-interest, in matters unrelated to these Title III Cases.
12. In connection with the preparation of this Declaration, Zolfo Cooper conducted a
review of its professional contacts for connections with the Debtor, their affiliates, the members
of the Committee and other interested parties identified in pleadings filed on the docket in the
Title III Cases (“Interested Party List”), attached to this Declaration as Schedule 1. Zolfo
Cooper ran the Interested Party List through Zolfo Cooper’s relationship database (“Database”),
which is an Access computer database containing names of individuals and entities that are
present or recent former clients of Zolfo Cooper. Zolfo Cooper then reviewed those results,
which review was completed under the supervision of the in-house General Counsel of Zolfo
Cooper. A summary of the results of this search showing any relationships Zolfo Cooper has
with entities on the Interested Party List is set forth in Schedule 2 to this Declaration. Recently
Zolfo Cooper has become aware that an additional Interested Party List containing over 10,000
pages of additional parties, listing over 600,000 creditors, has been filed in these Title III Cases.
Zolfo Cooper has begun efforts to run these additional parties through its conflict database and,
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to the extent appropriate, will be submitting supplemental declarations disclosing its
relationships, if any, with these additional parties. Zolfo Cooper is not aware of any previous
relationships with any of the members of the Committee, except as set forth herein or in the
Schedule 2 attached hereto. None of the services that were or will be provided in the course of
these other engagements: (i) is connected in any way to these Title III Cases or any matters for
which the Committee is seeking to retain Zolfo Cooper; (ii) will impact or conflict with or be
adverse to the rights of the Committee in these Title III Cases; or (iii) will compromise Zolfo
Cooper’s ability to provide services to the Committee or its constituents in these Title III Cases.
As the Committee is aware, Zolfo Cooper Management, LLC, an affiliate firm of Zolfo Cooper
was previously engaged to provide interim management services in the chapter 11 cases of both
DFC, the former parent company of Doral Bank, and Doral Properties, Inc. (“DP”), where Carol
Flaton, a managing director of Zolfo Cooper, served as chief restructuring officer of DFC and
Scott Martinez, a director of Zolfo Cooper served as chief restructuring officer of DP and an
associate director of restructuring of DFC. Additionally, Mr. Martinez recently served as the
liquidating trustee of DP. Further, Enrique Ubarri, a senior advisor of Zolfo Cooper, recently
served as the general counsel of various Puerto Rican companies, including serving as the
Executive Vice President and General Counsel of DFC, and Mr. Ubarri has an unresolved,
unsecured claim against DFC which arises as a result of Mr. Ubarri’s prepetition employment
agreement with DFC. Mr. Ubarri expects that this claim will be addressed in the normal course
of DFC’s claims resolution process. Additionally, Mr. Ubarri continues to serve as a consultant
to the Committee Member, Drivetrain, LLC as the Creditors’ Trustee for DFC,3 and in that role
3
Pursuant to DFC’s confirmed plan of reorganization, ownership of all of DFC’s assets and claims was
assigned to a newly created standalone entity, the Creditors’ Trust, and Drivetrain, LLC, was
appointed as the Creditors’ Trustee.
-7-
he provides background and historical information regarding the assets of, and claims against,
DFC; provided that under no circumstances will Mr. Ubarri provide advice with respect to any
DFC matters related to the Title III Cases.
13. An employee of Zolfo Cooper, Jarett Bienenstock, is the son of Martin J.
Bienenstock, who is a member of Proskauer working on the Title III Cases as counsel to the
Debtor. As such, Zolfo Cooper has built an information barrier around Jarett Bienenstock in
connection with this case.
14. It should be understood that Zolfo Cooper’s former clients and their affiliates,4
officers, directors, principal shareholders and their respective affiliates may have had
relationships with parties in interest in these Title III Cases of which Zolfo Cooper was not
informed or, subsequent to the performance of Zolfo Cooper’s services for such former clients,
may have developed relationships with such parties of which Zolfo Cooper is unaware.
15. To the best of Zolfo Cooper’s knowledge and belief, except as set forth in
Schedule 2 to this Declaration, none of Zolfo Cooper’s current or former clients (including their
affiliates, officers, directors, principal shareholders and their respective affiliates) are connected
to the entities listed on the Interested Party List, other parties in interest herein or interests
adverse to such parties.
16. Zolfo Cooper will promptly supplement this Declaration by disclosing any
material developments regarding the Debtor or any other pertinent relationships that require
disclosure in these Title III Cases, if and when any such developments or relationships come to
Zolfo Cooper’s attention.
4
The “Zolfo Cooper” trademark name is owned by Zolfo Cooper Holdings, LLC, Zolfo Cooper’s
parent company, and it is used in the United States by Zolfo Cooper, LLC and its subsidiaries. The
Zolfo Cooper trademark is used in Hong Kong and the People’s Republic of China under license
agreements, without common ownership with Zolfo Cooper.
-8-
Billing Practices
17. Zolfo Cooper charges based on actual hours expended to perform its services at
standard hourly rates established for each employee, as adjusted semi-annually. It is the
customary practice of the Firm to bill clients for travel time consistent with guidelines of the
jurisdiction. Therefore, Zolfo Cooper will apply a 50% discount rate to non-working travel time
billed. Time entries are recorded in six-minute increments. Fees reflect economies resulting
from the use of paraprofessional and support personnel to develop schedules and analyses, input
computer data, perform research, work on fee applications, and other activities necessary to the
efficient administration of a case. Zolfo Cooper does not include support services in the Firm’s
overhead for the purpose of establishing billing rates. Billing rates are generally representative
of prevailing market rates, as awarded by other courts in similar circumstances, based on the
customary compensation charged by comparably skilled practitioners in bankruptcy and non-
bankruptcy engagements.
18. The billing rates for professionals who may be assigned to this engagement in
effect as of January 1, 2017:

Support Personnel US $ 60 - $290
19. Additionally, in light of the unprecedented nature of the Title III Cases and the
fact that the Title III Cases do not involve a corporate entity but rather a U.S. territory where
residents’ access to basic essential services has oftentimes been limited, Zolfo Cooper has agreed
to provide an adjustment to its fees. Zolfo Cooper has agreed, in advance, to this reduction to its
fees due to Puerto Rico being a territory of the United States, the unprecedented nature of these
Title III Cases, and the severe economic distress of the people in the territory of Puerto Rico. By
-9-
this reduction, Zolfo Cooper further endeavors to have transparency around its fees. It is
understood that Zolfo Cooper shall provide monthly fee statements and interim fee statements,
which shall include all of its fees for hours worked. Zolfo Cooper shall be subject to any interim
compensation orders entered by the District Court. Zolfo Cooper’s final allowed compensation
shall reflect a write off of twenty percent (20%) of the total professional fees sought during the
entire case in connection with such final fee application, with the precise fees to be waived to be
designated by Zolfo Cooper (in its sole discretion) in connection with the final fee application
process.
20. Zolfo Cooper charges for reasonably incurred, out-of-pocket expenses associated
with an assignment including, but not limited to, costs of reproduction, typing, our legal counsel,
any applicable state sales or excise taxes and other direct expenses. Except as follows, all
expenses will be billed at actual cost, exclusive of amortization of the cost of any investment,
equipment or capital outlay: (i) internal charges for outgoing out-of-town facsimile transmissions
will be billed at $1.00 per page for domestic transmissions and $2.50 per page for foreign
transmissions, and (ii) internal photocopy charges will be billed at $.25 per page.
21. Zolfo Cooper maintains contemporaneous records of the time expended and out-
of-pocket expenses incurred in support of its billings for services. All such records are located in
the Firm’s offices and are available for inspection, subject to certain matters contained therein
that may be privileged.
22. The hours worked, the results achieved and the ultimate benefit to the parties
represented by the Committee of the work performed in connection with this retention may be
variable, and the Committee and Zolfo Cooper have taken this into account in setting the fees
- 10 -
hereunder. No fee payable to any other person or entity by the Debtors, the Committee or any
other party shall affect any fee payable to Zolfo Cooper under Zolfo Cooper’s retention.
23. None of Paul Hastings, the members of the Committee or any of their agents are
or shall be responsible for the payment of Zolfo Cooper’s fees and costs arising out of the
engagement described and referenced herein, regardless of whether or not Zolfo Cooper is paid
in full from the Debtor’s estates.
I declare under penalty of perjury that the foregoing is true and correct.
/s/ Carol Flaton

Date: July 11, 2017 Carol Flaton
Managing Director
- 11 -
Schedule 1
Interested Party List
-1-
SCHEDULE 1
Interested Parties
Representative of Debtors
The Financial Oversight and Management Board for Puerto Rico
Debtors
Commonwealth of Puerto Rico (Primary Government)
Employees’ Retirement System (ERS) of the Government of the Commonwealth of Puerto Rico
PR Highways and Transportation Authority (HTA)
PR Sales Tax Financing Corporation (COFINA)
PR Electric Power Authority (PREPA)
Committee Members
The American Federation of Teachers (AFT)
Drivetrain, LLC, as Creditors’ Trustee of DFC
Genesis Security Services, Inc.
Puerto Rico Hospital Supply
Service Employees International Union
Total Petroleum Puerto Rico Corp.
The Unitech Engineering Group, S.E.
Committee-Related Professionals
Cancio, Nadal, Rivera & Diaz, P.S.C. (Attorneys for AFT)
Casillas Santiago & Torres, LLC (Attorneys for Genesis Security)
Cohen, Weiss and Simon LLP (Attorneys for Service Employees International Union)
Monserrate Simonet & Gierbolini, LLC (Attorneys for Service Employees International Union)
O’Neill & Gilmore Attorneys at Law (Local Counsel to Committee)
O’Neill & Gilmore LLC (Attorneys for PR Hospital Supply)
Salichs Pou & Associates PSC (Attorneys for Drivetrain)
Schulte Roth & Zabel LLP (Attorneys for Drivetrain)
Sepulvado & Maldonado (Attorneys for Total Petroleum PC Corp.)
Zolfo Cooper LLP (Financial Advisor to Committee)
Parties Identified in the PrimeClerk and Epiq Retention Applications
Oversight Board Members and Professionals

9-1-1 Service Governing Board
Andrew G. Biggs, Member of the Board
Jose B. Carrión III, Member of the Board
Jaime A. El Koury, General Counsel of the Board
Carlos M. Garcia, Member of the Board
Gov. Alejandro García Padilla, Ex-Officio Member of the Board
Arthur J. Gonzalez, Member of the Board
-1-
José R. González, Member of the Board

Ana J. Matosantos, Member of the Board
Richard Ravitch, Ex Officio Member of the Board
Ramón M. Ruiz, Interim Executive Director of the Board
David A. Skeel Jr., Member of the Board
Other Parties Identified in the PrimeClerk and Epiq Retention Applications

Additional (Electronic) Lottery
Agricultural Enterprises Development Administration
Automobile Accidents Compensation Administration
Cardiovascular Center Corporation of Puerto Rico and the Caribbean
Commonwealth of Puerto Rico Regional Center Corporation
Company for the Integral Development of the “Península de Cantera”
Corporation for the “Caño Martin Peña” Project (ENLACE)
Corporation of Industries for the Blind and Mentally Retarded and Incapacitated Persons of
Puerto Rico
Culebra Conservation and Development Authority
Economic Development Bank for Puerto Rico
Employment and Training Enterprises Corporation
Farm Insurance Corporation of Puerto Rico
Fine Arts Center Corporation
Fiscal Agency and Financial Advisory Authority (AAFAF)
Governmental Development Bank for PR (GDB)
Institute of Puerto Rican Culture
Institutional Trust of the National Guard of Puerto Rico
Judiciary Retirement System (JRS)
Land Authority of Puerto Rico
Local Redevelopment Authority of the Lands and Facilities of Naval Station Roosevelt Roads
Model Forest
Municipal Revenue Collection Center (CRIM)
Musical Arts Corporation
Port of the Americas Authority
PR Aqueduct and Sewer Authority (PRASA)
PR Infrastructure Finance Authority (PRIFA)
PR Maritime Shipping Authority
PR Medical Services Administration (ASEM)
Public Building Authority (PBA)
Public Corporation for the Supervision and Deposit Insurance of Puerto Rico Cooperatives
(COSSEC)
Puerto Rico and Municipal Islands Transport Authority
Puerto Rico Conservatory of Music Corporation
Puerto Rico Convention Center District Authority (PRCCDA)
Puerto Rico Council on Education
Puerto Rico Health Insurance Administration (HIA / ASES)
2
Puerto Rico Industrial Development Company (PRIDCO)

Puerto Rico Industrial, Tourist, Educational, Medical, and Environmental Control Facilities
Financing Authority (AFICA)
Puerto Rico Integrated Transit Authority (PRITA)
Puerto Rico Land Administration
Puerto Rico Metropolitan Bus Authority (AMA)
Puerto Rico Municipal Finance Agency (MFA)
Puerto Rico Ports Authority
Puerto Rico Public Broadcasting Corporation
Puerto Rico Public Private Partnerships Authority (PPP)
Puerto Rico School of Plastic Arts
Puerto Rico Telephone Authority
Puerto Rico Tourism Company
Puerto Rico Trade and Export Company
Solid Waste Authority
Special Communities Perpetual Trust
State Insurance Fund Corporation (SIF)
Teachers’ Retirement System (TRS)
The Children’s Trust Fund (CTF)
Traditional Lottery
Unemployment Insurance Fund
University of Puerto Rico (UPR)
University of Puerto Rico Comprehensive Cancer Center
Additional Parties Identified by Paul Hastings
Puerto Rico Officials

Rafael Rovira Arbona
Alberto Baco Bague
Luis F. Cruz Batista
Miguel A. Torres Diaz
Melba Acosta Febo
Gerardo José Portela Franco
Juan Flores Galarza
Juan C. Zaragoza Gomez
Celeste Freytes Gonzalez
Gabriel Olivera Magraner
Raúl Maldonado
Víctor A. Suárez Meléndez
Jose A. Sierra Morales
Ricardo Antonio Rosello Nevares
Alejandro Garcia Padilla
Alberto C. Rodriguez Perez
Carmen Villar Prados
3
Jose Santiago Ramos

Jose Santiago Ramos
Ingrid Rivera Rocafort
César A. Miranda Rodríguez
José Iván Marrero Rosado
Hector Ivan Santos
Elias Sanchez Sifonte
Christian Sobrino-Vega
Juan Vaquer
U.S. Officials
Regina McCarthy
Steven Mnuchin
20 Largest Unsecured Creditors

Baxter Sales & Distribution PR Corp.
Braxton School of Puerto Rico
Cardinal Health PR
Cesar Castillo Inc.
Corporacion de Servicios Educativos de Yabucoa
COSALL
Ediciones Santillana, Inc.
Ediciones SM
EVERTEC Inc.
IKON Solutions, Inc.
Institucion Educativa NETS, LLC
Kirkland & Ellis LLP
Manpower
MC&CS
Microsoft
Puerto Rico Telephone Company
Total Petroleum Corps.
U.S. Army Corps of Engineers
Workforce Training and Employment Center, Inc.
Litigation Parties
322 De Diego Holdings, LLC
419 Ponce de Leon, Inc.
Aaron C. Bielenberg
Adriel Longo-Ravelo
Adrienne Muentes-Ortiz
AG Financial Solutions
AG Financial Solutions Funds
Altair Global Credit Opportunities
4
Ambac Assurance Corporation

Ambac Financial Group
Aristeia Horizons, L.P.
Artau Feliciano Conjugal Property Partnership
Asociación Puertorriqueña De La Judicatura, Inc.
Assured Guaranty Corp/Assured Guaranty Municipal Corp. f/k/a Financial Security Assurance
Corporation
Aurelius Capital Management LP
Autonomy Capital (Jersey) LP
Baldr Mason Fund
Banco Popular de Puerto Rico
Banco Santander Puerto Rico
Bank of New York Mellon
Bank of Nova Scotia
Benigno Trigo-Gonzalez
Bertita Martinez-Martinez
Blue Mountain Capital Management LLC
Bonistas de Patio
Brigade Capital Management
Buckeye Partners
Camino Cipres LLC
Camino Roble LLC
Canary SC Master Fund, L.P
Canyon Balanced Master Fund, Ltd.
Canyon Funds
Canyon Value Realization Fund, L.P.
Carlos Reyes Castro
Carmen Feliciano Vargas
Carmen Regina Suarez-Sein
Ceci Montilla-Rojo
Centerbridge Partners
Claren Road and Avenue
Claren Road Asset Management
Conjugal Partnership Gonzalez-Simounet
Conjugal Partnership Hermida-Colon
Conjugal Partnership Hess-Trigo
Conjugal Partnership Martinez-Martinez
Conjugal Partnership Smith-Smith
Conjugal Partnership Trigo-Suarez
Conjugal Partnership Trigo-Zapata
Conjugal Partnership Valdes-Muentes
Corbin Opportunity Fund L.P.
Covalent Partners LLC
Crescent 1, L.P.
5
CRS Master Fund, L.P.

Cyrus Funds
Davidson Kempner
Davidson Kempner Capital Management
Decagon Holdings
Dionisio Trigo-Gonzalez
Eduardo Artau Gomez
EJF
Elías Sánchez
Ernesto A. Smith
Excelerate Energy
FCO Advisors LP
Federico M. Stubbe Arzuaga
Federico Stubbe Gonzalez
Financial Guaranty Insurance Co.
Fir Tree Partners
First Medical Health Plan, Inc.
Fore Research & Management
Fore Solus Alternative Asset Management
Franklin Advisors Inc.
Franklin Templeton Inc.
FSA Investments, LLC
FT Opportunistic Distressed Fund
Fundamental
Glendon Opportunities Fund
Gloria Colon
GoldenTree
GoldenTree Asset Management LP
Goldman Sachs
Goldman Sachs Asset Management
Guillermo L. Martinez
Gustavo Hermida-Ceda
Heirs of The Estate of Rosario Ferre Ramirez De Arellano Comp by BTF-RLTF-LATF
Jacana Holdings
Jorge Hess
Jorge Irizarry
Jose A. Valdes-Mazaurieta
José F. Rodríguez Perelló
Ketty SIimounet de Gonzalez
King Street
Knighthead
KTRS Credit Fund LP
Lex Claims, LLC
LMA SPC
6
LMAP 903 Limited

Long En-Tech Puerto Rico, Inc.
Marathon
MassMutual
Master SIF SICAV SIF
MBIA
MC Holdings Master LP
Merced Capital LP
Miguel Angel Ortiz Ramos
Monarch
Monarch Alternative Capital LP
MPR Investors, LLC
Municipio Autonomo de Ponce
Natalie Jaresko
National Public Finance Guarantee Corp.
Nokota Capital
Northshore Management, Corp.
Nutmeg Partners
Ocher Rose LLC
Old Bellows Partners
Oppenheimer Funds Inc.
Oriental Bank
Pandora Select Partners
Peaje Investments
Penteli Master Fund
Pinehurst Partners, L.P.
Prisma SPC Holdings Ltd. – Segregated Portfolio AG
Puerto Rico Funds and Portfolios
Puerto Rico GNMA & U.S. Government Target Maturity Fund
Rafael Rojo
Ramon Gonzalez-Cordero
Regina Trigo de Hess
ROLSG LLC
RRW I LLC
San Rafael Holdings, LLC
Sandra Pacheco Santiago
Santander Asset Management Corporation
Santander BanCorp
Santander Financial Services, Island Insurance Corporation
Santander Insurance Agency, Inc.
Santander International Bank of Puerto Rico, Inc.
Santander PR Capital Trust I
Santander Securities Corporation
Saress E. Smith
7
SB Special Situation Master Fund SPC, Segregated Portfolio D

Scoggin Funds
Scotiabank de Puerto Rico
Senator Global Opportunity Master Fund L.P.
Servidores Publicos Unidos Council 95 of The American Federation of
State, County and Municipal Employees
SL Funds
SL Puerto Rico Fund II LP
Sola Ltd.
Stone Lion Capital Partners LP
Stugo, LLC
SV Credit LP
Syncora
Taconic Master Fund 1.5 LP / Taconic Opportunity Master Fund
Tasman Fund LP
Teresa Zapata-Bird
The Canyon Value Realization Master Fund, L.P.
Tilden Park Capital Management
Trigo Corp.
Trimar Investments Corp.
U.S. Bank Trust National Association
UBS IRA Select Growth and Income Puerto Rico Fund
Ultra Master Ltd.
Valmu Trust 2015, LLC
Varde Partners
Voya Institutional Trust Company
Whitebox Advisors LLC
Wilmington Trust
8
Schedule 2
Connections with Potential Parties List
-1-
Schedule 2
Nature of Interest Description of Current Relationship of Zolfo Cooper,

Party in Interest
In LLC (“ZC”)
Ambac, Ambac Assurance Bondholder ZC is currently providing litigation consulting services to
Corporation and Ambac Ambac.
Financial Group, Inc.
(“Ambac”) ZC is currently providing services to the liquidation trust
in the Dewey & LeBoeuf case where Ambac was a top
30 account debtor.
ZC is currently retained by the debtors in the Modular

Space chapter 11 case where Ambac is an affiliate of a
current board member.
Aristeia Horizons, L.P., Party To Litigation ZC is currently retained post confirmation to serve as the
Aristeia Capital LLC, Aristeia creditor representative in the Allied Nevada case where
Master LP, Aristeia Reflection Aristeia is a RSA party, consenting noteholder and DIP
Fund (“Aristeia”)
lender.
ZC is currently retained by the official committee of

second priority noteholders in the Caesars chapter 11
case where Aristeia is a lender.
Appaloosa Investment LP and Party-In-Interest ZC is currently retained by the official committee of

Appaloosa Management LP second priority noteholders in the Caesars chapter 11
(“Appaloosa”) case where Appaloosa is a litigation counterparty and
bondholder.
Assured Guaranty Ltd. and Bondholder ZC is currently providing services to the liquidation trust
Assured Guaranty Corp. in the Dewey & LeBoeuf case where Assured was an
(“Assured”) account debtor.
Aurelius Capital Management Party To Litigation ZC is currently retained by the official committee of
LP (“Aurelius”) second priority noteholders in the Caesars chapter 11
case where Aurelius is a bondholder and first lien
noteholder.
Baldr Mason Fund (“Baldr”) Party To Litigation ZC is currently retained by the official committee of
case where Baldr is a lender.
Banco Popular de Puerto Rico, Top 20 Unsecured ZC recently served as liquidating trustee in the Doral
Banco Popular Hq (“Banco Creditor Properties chapter 11 case where Banco Popular was a
Popular”) tenant.
ZC is currently retained to provide interim management

services in the Avaya chapter 11 case where Banco
Popular is a customer.
Bank of New York, BNY Bondholders And ZC is currently providing services to the American Home
Capital Funding, LLC, BNY A Top 20 Mortgage Trust where BNY is a party-in-interest.
Capital Resources Corp., Bank Unsecured
of New Your Corporate Trust Creditor/Employee ZC is currently retained by the official committee of
or BNY Mellon (“BNY”) Retirement System second priority noteholders in the Caesars chapter 11
case where BNY is a bondholder and a beneficiary to a
letter of credit.
ZC is currently retained by the debtors to provide post

emergence services in the Sabine chapter 11 case where
BNY is an indenture trustee.

services in the Avaya chapter 11 case where BNY is a
secured lienholder and a customer.
ZC is currently retained by the plaintiffs in a litigation

support case where BNY is the defendant.
ZC is currently providing interim management services

in an out-of-court situation where BNY is a royalty
owner payee.
ZC is currently retained by the plaintiffs in a litigation

support case where BNY is the defendant.
ZC is currently retained to provide post confirmation

services in the Homer City chapter 11 case where BNY is
a banking facility.
Bienenstock, Martin ZC is currently in the process of being retained by the

Official Committee of Unsecured Creditors in the
Commonwealth of Puerto Rico Title III case where
Proskauer Rose LLP is counsel to the Financial
Oversight and Management Board, as representative for
the debtors. Martin Bienenstock is an attorney with
Proskauer working on this matter. Jarret Bienenstock, an
employee of Zolfo Cooper, is the son of Martin
Bienenstock. Jarret Bienenstock is not working on this
matter and ZC has built an information barrier around
Jarret Bienenstock in connection with this matter.
Bank of Nova Scotia Party To Litigation ZC is currently retained post confirmation to serve as the
creditor representative in the Allied Nevada case where
Bank of Nova Scotia is a customer, financial institution,
RSA and UCC fixture and judgement lien party.

services in the Avaya chapter 11 case where Bank of
Nova Scotia is a lender.
ZC is currently retained by the company in an out-of-

court situation where Bank of Nova Scotia is a vendor.
BlueMountain Capital, Party To Litigation ZC is currently retained by the official committee of

BlueMountain Capital second priority noteholders in the Caesars chapter 11
Management, BlueMountain case where BlueMountain is a lender and bondholder.
CLO 2011-1 Ltd.,
BlueMountain CLO 2012-1
Ltd., BlueMountain CLO
2012-2 ltd., BlueMountain
CLO 2013-1 Ltd.,
2013-3 Ltd., BlueMountain
CLO 2013-4 Ltd.,
2014-2 Ltd. and BlueMountain
CLO 2014-3 Ltd.
(“BlueMountain”)
Bracewell LLP Counsel To The ZC is currently retained by the debtors to provide post
QTCB Noteholders emergence services in the Sabine chapter 11 case where
Group. Bracewell LLP is a party with a filed an appearance.

services in the Venoco chapter 11 case where Bracewell
LLP is a professional.
Butler Snow LLP Counsel To ZC is currently retained by the official committee of

Financial Guaranty second priority noteholders in the Caesars chapter 11
Insurance case where Butler Snow LLP is a party-in-interest.
Company
Brigade Capital Fund II Ltd, Party To Litigation ZC is currently retained by the official committee of
Brigade Distressed Value second priority noteholders in the Caesars chapter 11
Master Fund Ltd., Brigade case where Brigade is a bondholder and first lien
Opportunistic Credit Fund 16 noteholder.
LLC, Brigade Opportunistic
Credit Fund ICL LP, Brigade ZC is currently retained to provide interim management
Opportunistic Credit LBG services in the Avaya chapter 11 case where Brigade is a
Fund Ltd., Brigade Capital lender.
Management LLC and Brigade
Capital Management LP
(“Brigade”)
Cadwalader Wickersham & Counsel To ZC is currently retained by the official committee of

Taft (“Cadwalader”) Assured Guaranty second priority noteholders in the Caesars chapter 11
Corp. And Assured case where Cadwalader is a party-in-interest.
Guaranty
Municipal Corp ZC is currently in the process of being retained by the
debtors in the Toisa Limited chapter 11 case where
Cadwalader is counsel to the steering committee.
Canyon Balanced Master Fund Bondholder ZC is currently retained by the official committee of
Ltd., Canyon lue Credit second priority noteholders in the Caesars chapter 11
Investment Fund LP, Canyon case where Canyon is a lender, bondholder and litigation
Capital Advisors LLC, Canyon counterparty.
Capital CLO 2006-1 Ltd.,
Canyon Distressed
Opportunity Master Fund LP,
Canyon Partners, Canyon
TXU LP, Canyon Value
Realization Fund LP, Canyon
Value Realization Mac 18
Ltd., Canyon Value
Realization Master Fund LP,
Canyon GRF Master Fund II
LP, Canyon SL Value Fund
LP, Canyon TCDRS Fund
LLC (“Canyon”)
Cardinal Health Inc. and Top 20 Unsecured ZC is currently retained to provide interim management
Cardinal Health PR (“Cardinal Creditor services in the Avaya chapter 11 case where Cardinal
Health”) Health is a customer.
Cede & Co Top 20 Unsecured ZC is currently providing services to the American Home
Creditor And Mortgage Trust where Cede & Co is a shareholder.
Nominee Of The
Depository Trust ZC is currently retained post confirmation to serve as the
Company creditor representative in the Allied Nevada case where
Cede & Co is an equity security holder.

Cede & Co. is a shareholder.
Davidson Kempner Capital or Party-In-Interest ZC is currently retained by the official committee of
DK Partners, Davidson second priority noteholders in the Caesars chapter 11
Kempner Capital Management case where DK is a lender and bondholder.
LP (“DK”)
ZC is currently retained post confirmation to serve as the
DK is an interested party.
Centerbridge Credit Partners, Party To Litigation ZC is currently retained by the official committee of
Centerbridge Credit Advisors second priority noteholders in the Caesars chapter 11
LLC, Centerbridge Credit case where Centerbridge is a member of the committee of
Partners Master LP, second priority noteholders, bondholder and litigation
Centerbridge Group, counterparty.
Centerbridge Partners LP,
Centerbridge Special Credit ZC is currently retained by the debtors to provide post
Partners II LP, Centerbridge emergence services in the Sabine chapter 11 case where
Special Credit Partners, LP Centerbridge is a second lien lender.
(“Centerbridge”)
services in the Avaya chapter 11 case where
Centerbridge is a lender.
Claren Road Asset Party To Litigation ZC is currently retained by the official committee of
Management (“Claren”) second priority noteholders in the Caesars chapter 11
case where Claren is a lender and bondholder.
Crescent 1, L.P., Crescent Party To Litigation ZC is currently retained by the official committee of
Capital Group LP (“Crescent”) second priority noteholders in the Caesars chapter 11
case where Crescent is a lender and bondholder.

services in the Avaya chapter 11 case where Crescent is a
lender.
Dechert LLP Party-In-Interest ZC is currently retained by liquidating trust in the

And Plaintiff In Orchard Supply Hardware chapter 11 case where Dechert
Adversary LLP is counsel to the lenders.
Proceedings
Space chapter 11 case where Dechert LLP is counsel to
the bondholders.
Department of Defense Federal Agency ZC is currently retained to provide interim management

(“DOD”) services in the Avaya chapter 11 case where DOD is a
customer.
Department of Energy Federal Agency ZC is currently retained to provide interim management

(“DOE”) services in the Avaya chapter 11 case where DOE is a
customer.
Department of Homeland Federal Agency ZC is currently retained to provide interim management

Security (“DHS”) services in the Avaya chapter 11 case where DHS is a
customer.
ZC is currently retained by the debtors in an out-of-court

situation where DHS is a vendor.
Department of Transportation Federal Agency ZC is currently retained by the official committee of

(“DOT”) second priority noteholders in the Caesars chapter 11
case where DOT is a party-in-interest.

services in the Avaya chapter 11 case where DOT is a
customer.
DLA Piper, LLP Counsel To The ZC is currently providing services to the liquidation trust
Employees in the Dewey & LeBoeuf case where DLA Piper LLP
Retirement System was a departure firm.
Of The
Government Of ZC is currently retained by the liquidating trust in the
The Orchard Supply chapter 11 case where DLA Piper, LLP
Commonwealth Of is counsel to the debtor.
Puerto Rico And
The University Of ZC is currently retained by the official committee of
Puerto Rico second priority noteholders in the Caesars chapter 11
case where DLA Piper, LLP is a professional.

unsecured creditors in the Vestis chapter 11 case where
DLA Piper, LLP is a landlord.
ZC is currently retained by the debtors in the Maxus

Energy chapter 11 case where DLA is a vendor and an
OCP.
ZC is currently retained as the liquidating trustee in the

VSI Liquidating Trust chapter 11 case where DLA Piper,
LLP is a professional.

services in the Avaya chapter 11 case where DLA is a
vendor.
EPA Federal Agency ZC is currently retained by the official committee of

case where the EPA is a party-in-interest.

services in the Avaya chapter 11 case where the EPA is a
customer.
Federal Communication Federal Agency ZC is currently retained by the official committee of

Commission (“FCC”) second priority noteholders in the Caesars chapter 11
case where the FCC is a taxing authority.

court situation where the FCC is a permit issuer.
Financial Guaranty Insurance Bondholder ZC is currently providing litigation consulting services in

Company (“FGIC”) a situation where FGIC is a party in interest.
Franklin Advisors Inc., Bondholder ZC is currently retained by the official committee of

Franklin Custodian Funds Inc., second priority noteholders in the Caesars chapter 11
Franklin Floating Rate, case where Franklin is a lender and bondholder.
Franklin High Income Fund,
Franklin High Income ZC is currently retained by the debtors to provide post
Securities Fund, Franklin emergence services in the Sabine chapter 11 case where
Income Securities Fund, Franklin is a bondholder.
Franklin Institutional Global
High Yield, Franklin Investors ZC is currently retained by the official committee of
Securities Trust, Franklin unsecured creditors in the A&P chapter 11 case where
Convertible Securities Fund, Franklin is a party to litigation.
Franklin Mutual Advisors,
LLC, Franklin Mutual Shares, ZC is currently retained to provide interim management
Franklin Mutual Quest Fund, services in the Avaya chapter 11 case where Franklin is a
Franklin Mutual global, secured lienholder and lender.
Franklin Resources, Inc. ,
Franklin Templeton Variable
Insurance Products Trust and
Franklin Universal Trust et al.
(“Franklin”)
Fore Research & Management Party To Litigation ZC is currently retained by the official committee of
LP, Fore Solus Alternative second priority noteholders in the Caesars chapter 11
Asset Management and Fore case where Fore is a lender and a bondholder.
Multi Strategy Master Fund
Ltd. (“Fore”) ZC is currently retained to provide interim management
services in the Avaya chapter 11 case where Fore is a
lender.
Golden Tree Bondholder ZC is currently retained by the official committee of

case where Golden Tree is a lender and bondholder.

services in the Homer City chapter 11 case where Golden
Tree is a noteholder.
Goldman Sachs & Co., GS Bondholder ZC is currently providing services to the American Home
Mortgage Securities Corp., GS Mortgage Trust where Goldman is a shareholder.
Capital Partners, GS Capital
Partners VI Fund LP, GS ZC is currently retained by the official committee of
Capital Partners VI Parallel second priority noteholders in the Caesars chapter 11
LP, GS Global Infrastructure case where Goldman is a lender, bondholder and contract
Partners I LP, GS counterparty.
Infrastructure Offshore XU
Holdings LP, GS International ZC is currently retained by the debtors to provide post
Infrastructure Partners I LP emergence services in the Sabine chapter 11 case where
and Goldman Sachs Asset Goldman is a second lien lender.
Management and J. Aron &
Co. (collectively, “Goldman”) ZC is currently retained by the official committee of
unsecured creditors in the A&P chapter 11 case where
Goldman is creditor, noteholder and a lender.
ZC is currently retained by counsel to the agents in two

situations where Goldman is a lender and agent.

services in the Avaya chapter 11 case where Goldman is
a lender, customer and investment banker.

services in the Homer City chapter 11 case where
Goldman is a contract counterparty.
ZC is currently retained by the ad hoc lender group in an

out-of-court situation where Goldman is a member of the
ad hoc lender group.
Hogans Lovell US LLP Counsel To U.S. ZC is currently retained by the debtors to provide post
Bank, National emergence services in the Sabine chapter 11 case where
Association And Hogans Lovells US LLP is a party with a filed
U.S. Bank Trust, appearance.
National
Association, Each
As Trustee For
Various Bond
Issues
Holland & Knight LLP and Counsel To First ZC is currently retained by the official committee of
Holland & Knight Trust Transit Of Puerto second priority noteholders in the Caesars chapter 11
Account (“Holland & Knight”) Rico, Inc. case where Holland & Knight is a party-in-interest.

services in the Avaya chapter 11 case where Holland &
Knight is a vendor.
Jenner & Block LLP Counsel To The ZC is currently retained by the official committee of
Official Committee second priority noteholders in the Caesars chapter 11
Of Retired case where Jenner & Block LLP is a party in interest.
Employees Of
Puerto Rico
Jones Day Bondholder ZC is currently retained by the official committee of

case where Jones Day is a professional.

Jones Day is a private shareholder.

Jones Day is a professional.

in situation where Jones Day is a professional.

Energy chapter 11 case where Jones Day is an OCP.
Kasowitz, Benson, Torres & Counsel To ZC is currently providing interim management services
Friedman LLP (“KBT&F”) Whitebox in the Sabine chapter 11 case where KBT&F is a party-
Asymmetric in-interest.
Partners, LP.
case where KBT&F is a party-in-interest.

Energy chapter 11 case where KBT&F is a vendor.

unsecured creditors in the ESML/Essar chapter 11 case
where KBT&F is a professional.
King Street and King Street Party to Litigation ZC is currently retained by the official committee of
Capital Management (“King second priority noteholders in the Caesars chapter 11
Street”) case where King Street is a lender and bondholder.
Kirkland & Ellis LLP and Top 20 Unsecured ZC is currently retained by the official committee of
Kirkland & Ellis International, Creditor second priority noteholders in the Caesars chapter 1 case
LLP (“K&E”) where K&E is counsel to the debtors.

K&E is counsel to the debtors.
services in the Avaya chapter 11 case where K&E is a
customer and counsel to the debtors.

unsecured creditors in the BCBG Max Azria chapter 11
case where K&E is debtor’s counsel.

out-of-court situation where K&E is counsel to the ad
hoc lender group.
Knighthead and Knighthead Party To Litigation ZC is currently retained to provide to provide post
Capital Management LLC confirmation services in the Homer City chapter 11 case
(“Knighthead”) where Knighthead was a noteholder.
KPMG Top 20 Unsecured ZC is currently retained by the official committee of

Creditor second priority noteholders in the Caesars chapter 11
case where KPMG is a professional.

unsecured creditors in the Haggen chapter 11 case where
KPMG is a professional.

KPMG is a professional.

services in the Avaya chapter 11 case where KPMG is a
customer and vendor.

court situation where KPMG is a vendor.

Space chapter 11 case where KPMG is an ordinary
course professional.
Kramer Levin Naftalis & Counsel To Major ZC is currently retained by the liquidating trust of the
Frankel LLP (“Kramer COFINA Dewey & LeBeouf chapter 11 case where Kramer Levin
Levin”) Bondholders & is counsel to the bank group.
Mutual Fund Group
And Oppenheimer ZC is currently retained by the official committee of
Funds second priority noteholders in the Caesars chapter 11
case where Kramer Levin is a professional.
KTRS Credit Fund LP Party To Litigation ZC is currently retained by the official committee of
(“KTRS”) second priority noteholders in the Caesars chapter 11
case where KTRS is a lender.
Lehman Brothers, Lehman Party-In-Interest ZC is currently providing services to the American Home
Commercial Paper, LB 745 Mortgage Trust where Lehman is a creditor.
LLC, PAMI Statler Arms
LLC, Lehman Brothers ZC is currently retained by the debtors to provide post
Commodity Services, Lehman emergence services in the Sabine chapter 11 case where
Brothers Special Financing, Lehman is a private shareholder.
Lehman Brothers OTC
Derivatives, Lehman Brothers
Derivative Products, Lehman
Brothers Commercial Corp.,
Lehman Brothers Financial
Products, Lehman Brothers
Scottish Finance LP, CES
Aviation, East Dover Limited,
Luxembourg Residential
Properties, BNC Mortgage
LLC, LB Rose Ranch, LLC,
Structured Asset Securities
(collectively, “Lehman”)
Manpower Top 20 Unsecured ZC is currently retained post confirmation to serve as the

Creditor creditor representative in the Allied Nevada case where
Manpower is a vendor.

services in the Avaya chapter 11 case where Manpower
is a vendor.
Mason Capital Management, Party-In-Interest ZC is currently retained by the debtors to provide post
LLC, Mason Street Advisors emergence services in the Sabine chapter 11 case where
LLC (“Mason”) Mason is a bondholder.
Marathon Asset Management, Party To Litigation ZC is currently retained by the official committee of
Marathon Blue Active Fund second priority noteholders in the Caesars chapter 11
Ltd., Marathon Centre Street case where Marathon is a lender and bondholder
Partnership, Marathon CLO II
Ltd., Marathon CLO VI Ltd., ZC is currently retained by the debtors to provide post
Marathon Court Square LP, emergence services in the Sabine chapter 11 case where
Marathon Credit Dislocation Marathon is a public shareholder.
Fund LP, Marathon Credit
Opportunity Master Fund Ltd., ZC is currently retained by the debtors in the Maxus
Marathon Liquid Credit Long- Energy chapter 11 case where Marathon is a royalty
Short Fund, Marathon revenue counterparty.
(“Marathon”)
services in the Avaya chapter 11 case where Marathon is
a lender.
Massachusetts Mutual Life Party To Litigation ZC is currently providing services to the liquidating trust
Insurance (“Mass Mutual”) in the Dewey & LeBeouf chapter 11 case where Mass
Mutual was a secured creditor.
ZC is currently retained to provide management services

in an out-of-court situation where Mass Mutual is a
lender.

Mass Mutual is a bondholder and second lien lender.

services in the Avaya chapter 11 case where Mass
Mutual is a customer.
McConnell Valdes LLC Counsel To ZC is currently retained by the SRC Liquidating GUC
Autopistas De Pr, Trust of the Standard Register chapter 11 case where
LLC, Autopistas McConnell Valdes LLC was an ordinary course
Metropolitanas De professional.
Puerto Rico, LLC
And Puerto Rico
Telephone
Company
McDermott Will & Emery Counsel To ZC is currently retained by the official committee of
LLP Goldman Sachs second priority noteholders in the Caesars chapter 11
Asset Management case where McDermott Will & Emery LLP is a party-in-
L.P. interest.
Mesirow Financial Consulting, Top 20 Unsecured ZC is currently retained by the official committee of
Mesirow Financial Investment Creditor, Employee second priority noteholders in the Caesars chapter 11
Management Inc. and Mesirow Retirement System case where Mesirow is a lender and bondholder.
Financing (“Mesirow”)
ZC recently served as liquidating trustee in the Doral
Properties chapter 11 case where Mesirow was a
bondholder, trustee and/or related party.

emergence services in the Sabine chapter 11 case where a
former employee of Mesirow has been retained by
Sabine’s counsel, Kirkland & Ellis, as a testifying expert.
Microsoft Global Finance Ltd, Top 20 Unsecured ZC is currently retained by the debtors to provide post
Microsoft Corp., Microsoft Creditor emergence services in the Sabine chapter 11 case where
Licensing GP, Microsoft Microsoft is a contract counterparty.
Software et al (“Microsoft”)
services in the Avaya chapter 11 case where Microsoft is
a competitor and vendor.

case where Microsoft is a lease/contract counterparty.
Oaktree Capital Management, Party-In-Interest ZC is currently retained by the official committee of

OCM Principal Opportunities, second priority noteholders in the Caesars chapter 11
Oaktree Capital Management case where Oaktree is a member of the committee of
Fund II, Oaktree Capital Second priority noteholders, lender, bondholder and
Management, L.P., Oaktree significant litigation counterparty.
High Yield Fund, L.P.,
Oaktree Huntington ZC is currently retained post confirmation to serve as the
Investment Fund, L.P., creditor representative in the Allied Nevada case where
Oaktree Opportunities Funds, Oaktree is an interested party.
Oaktree Value Opportunities
Funds, Oaktree Loan Fund 2x ZC is currently retained to provide interim management
(Cayman) LP, Oaktree FF services in the Avaya chapter 11 case where Oaktree is a
Investment fund LP-Class B, lender.
Oaktree-Forest Multi-Strategy,
LLC (series B), Oaktree
Opportunities Fund IX
(Parallel 2), L.P. et al.
(“Oaktree”)
Monarch Party To Litigation ZC is currently retained by the official committee of

case where Monarch is a bondholder.
Och Ziff or Sculptor Party-In-Interest ZC is currently retained by the official committee of

Investments S.a.r.L , OZ second priority noteholders in the Caesars chapter 11
Management LP, OZ case where OZ is a lender.
Management II LP (“OZ”)
out-of-court situation where OZ is a member of the ad
hoc lender group.
O’Melveny & Meyers LLP Counsel To The ZC is currently retained by the debtors to provide post
Puerto Rico Fiscal emergence services in the Sabine chapter 11 case where
Agency And O’Melveny &Meyers LLP is a party with a filed
Financial Advisory appearance.
Authority On
Behalf Of The ZC is currently retained to provide post confirmation
Governor Of Puerto services in the Homer City chapter 11 case where
Rico And AAFAF O’Melveny & Meyers LLP is a professional.
Oppenheimer and Co., Bondholder ZC is currently retained by the official committee of
Oppenheimer Funds, second priority noteholders in the Caesars chapter 11
Oppenheimer Global Strategic case where Oppenheimer is a lender and bondholder.
Income Fund, Oppenheimer
Master Loan Fund, ZC is currently retained by the debtors to provide post
Oppenheimer Quest for Value emergence services in the Sabine chapter 11 case where
Funds, Oppenheimer Variable Oppenheimer is a second lien lender.
Account Funds, Oppenheimer
Funds Inc., Oppenheimer ZC is currently retained by the official committee of
Capital Structure and unsecured creditors in the ESML/Essar chapter 11 case
Oppenheimer Senior Floating where Oppenheimer is a lender and/or agent.
Rate Fund (“Oppenheimer”)
services in the Avaya chapter 11 case where
Oppenheimer is a secured lienholder and lender.
Paul Hastings LLP (“Paul Counsel To The ZC recently served as liquidating trustee in the Doral
Hastings”) Unsecured Properties chapter 11 case where Paul Hastings was a
Creditors professional.
Committee
Paul Hastings is a vendor.

where Paul Hastings is a top 20 unsecured creditor.

court situation where Paul Hastings is a vendor.

Space chapter 11 case where Paul Hastings is a
professional.
Paul Weiss Rifkind Wharton Bondholders ZC is currently retained by the official committee of
& Garrison LLP (“Paul second priority noteholders in the Caesars chapter 11
Weiss”) case where Paul Weiss is a professional.

Paul Weiss is a contract counterparty.

court situation where Paul Weiss is a professional.
Penteli Master Fund Party To Litigation ZC is currently retained by the official committee of
(“Penteli”) second priority noteholders in the Caesars chapter 11
case where Penteli is a lender.
Prime Clerk Professional ZC is currently retained by the official committee of

case where Prime Clerk is a professional.
ZC is currently retained by the SRC Liquidating GUC

Trust of the Standard Register chapter 11 case where
Prime Clerk is a business affiliation of a member of the
debtors’ board.

Prime Clerk is a professional.

Prime Clerk is a professional.

Energy chapter 11 case where Prime Clerk is a
professional.

services in the Avaya chapter 11 case where Prime Clerk
is a professional.

services in the Venoco chapter 11 case where Prime
Clerk is a professional.
Proskauer Rose LLP Counsel To The Jarret Bienenstock is an employee of ZC. Mr.
Financial Oversight Bienenstock’s father, Martin Bienenstock is a partner at
And Management Proskauer Rose LLP.
Board, As
Representative For ZC is currently retained by the official committee of
The Debtors second priority noteholders in the Caesars chapter 11
case where Proskauer Rose LLP is a professional.
ZC is currently providing services to the liquidation trust

in the Dewey & LeBoeuf case where Proskauer Rose
LLP is a departure firm.
Puerto Rico Telephone Party-In-Interest ZC is currently retained by the SRC Liquidating GUC
Trust of the Standard Register chapter 11 case where
Puerto Rico Telephone was a utility provider.
Quinn Emanuel Urquhart & Counsel To ZC is currently providing litigation support services to
Sullivan, LLP (“Quinn COFINA Senior plaintiffs in situations where Quinn Emanuel is counsel
Emanuel”) Bondholders to a party.

Quinn Emanuel is a contract counterparty.
Reed Smith Indenture Trustee ZC is currently retained by the official committee of
For The Senior second priority noteholders in the Caesars chapter 11
And Subordinated case where Reed Smith is a professional.
COFINA
Bondholders ZC is currently retained post confirmation to serve as the
Reed Smith is a notice party.

Reed Smith is a litigation party.

court situation where Reed Smith is counsel to an
affiliate.
Santander Bank, Santander Top 20 Unsecured ZC is currently retained by the official committee of
Asset Management and Creditor second priority noteholders in the Caesars chapter 11
Santander Consumer USA Inc. case where Santander is a lender.
(“Santander”)
ZC is currently retained by counsel to the agent in a
situation where Santander is a lender.

services in the Avaya chapter 11 case where Santander is
a customer.
Schulte Roth & Zabel LLP Counsel To Doral ZC is currently retained by the official committee of
(“SRZ”) Financial second priority noteholders in the Caesars chapter 11
Corporation case where SRZ is a party-in-interest.

SRZ is a professional.
Scoggin Capital Management Bondholder ZC is currently retained by the official committee of

II LLC, Scoggin International second priority noteholders in the Caesars chapter 11
Fund Ltd. and Scoggin case where Scoggin is an equity holder.
Management LP (“Scoggin”)
Scotiabank, Scotia Bank, Party To Litigation ZC is currently retained by the official committee of
Scotiabank del Peru, second priority noteholders in the Caesars chapter 11
Scotiabank de Puerto Rico and case where Scotia is a lender and bondholder.
Scotia Capital (“Scotia”)
court situation where Scotia is a lender.
Securities Exchange Party-In-Interest ZC recently served as liquidating trustee in the Doral

Commission (“SEC”) Properties chapter 11 case where the SEC was a party to
litigation.

the SEC is a regulatory agency.

the SEC is a governmental regulatory agency.
Service Employees UCC Committee ZC is currently retained by the official committee of

International Union (“SEIU”) Member second priority noteholders in the Caesars chapter 11
case where SEUI is a union.

SEIU is a union.
Small Business Administration Federal Agency ZC is currently retained to provide interim management
(“SBA”) services in the Avaya chapter 11 case where the SBA is a
customer.
Sola Ltd. (“Sola”) Party To Litigation ZC is currently retained by the official committee of
case where Sola is a party-in-interest.

services in the Avaya chapter 11 case where Sola is a
lender.
State Street Bank and Trust, Top 20 Unsecured ZC is currently retained by the official committee of
State Street Global Advisors, Creditor second priority noteholders in the Caesars chapter 11
State Street Total ETF, MAST case where State Street is a bondholder.
Credit Opportunities I Master
Fund Limited, MAST OC I ZC is currently retained by the debtors to provide post
Master Fund, and MAST emergence services in the Sabine chapter 11 case where
Select Opportunities Master State Street is a bondholder.
Fund LP (“State Street”)
services in the Avaya chapter 11 case where State Street
is a secured lienholder.
Space chapter 11 case where State Street is a bondholder.

services in the Venoco chapter 11 case where State Street
is an equity holder.
Stone Lion Capital Partners Party To Litigation ZC is currently retained by the official committee of
LP, Stone Lion Portfolio LP, second priority noteholders in the Caesars chapter 11
SL Puerto Rico Fund LP, P case where Stone Lion is a bondholder.
Stone Lion IE and Permal
Stone Lion Fund Ltd.(“Stone ZC recently served as liquidating trustee in the Doral
Lion”) Properties chapter 11 case where Stone Lion was a
member of the unsecured creditors committee.
Syncora Guarantee Inc. Bondholder ZC was retained by Syncora to provide litigation support
(“Syncora”) services in a matter that is currently inactive.
Taconic Capital Advisors LP, Bondholder ZC is currently retained by the official committee of
Taconic Master Fund 1.5 LP second priority noteholders in the Caesars chapter 11
and Taconic Opportunity case where Taconic is a lender and bondholder.
Master Fund LP (“Taconic”)
Teachers’ Retirement System Party-In-Interest ZC is currently retained to provide interim management

of Louisiana, Teachers’ services in the Avaya chapter 11 case where TRS is a
Retirement System of lender/fund.
Oklahoma and Teachers’
Retirement System (“TRS”) ZC is currently retained by the company in an out-of-
court situation where TRS is a lender.
UBS AG, UBS Limited, UBS Bondholder ZC is currently providing services to the American Home
Financial Services, Inc., UBS Mortgage Trust where UBS is a creditor.
Loan Finance LLC, UBS Real
Estate Securities, UBS ZC is currently retained by the official committee of
O’Connor LLC, UBS second priority noteholders in the Caesars chapter 11
Warburg, UBS Luxembourg case where UBS is a lender and bondholder.
Sa and UBS Securities
(“UBS”) ZC is currently retained by the debtors to provide post
UBS is a second lien lender, RBL lender and bondholder.
ZC is currently retained by counsel to the agent in a

situation where UBS is a lender.

services in the Avaya chapter 11 case where UBS is a
customer, secured lienholder and lender.
Ultra Master Ltd. (“Ultra”) Party To Litigation ZC is currently retained by the official committee of
case where Ultra is a party-in-interest.

services in the Avaya chapter 11 case where Ultra is a
lender/fund.
U.S. Army Corps. of Federal Agency ZC is currently retained by the official committee of
Engineers unsecured creditors in the ESML/Essar chapter 11 case
where the U.S. Army Corps. of Engineers is a letter of
credit beneficiary.
U.S. Bank, US Bank National Trustee For ZC is currently providing services to the liquidation trust
Association, US Bank NA, US Various Bond in the Dewey & LeBoeuf case where US Bank is a top 50
Bank Home Mortgage or US Issues creditor and secured creditor.
Bancorp
case where US Bank is a lender, bondholder and contract
counterparty.
ZC recently served as liquidating trustee in the Doral

Properties chapter 11 case where US Bank was a
creditor.

US Bank is an indenture trustee.

US Bank is an indenture trustee, noteholder trustee,
secured creditor and landlord.

unsecured creditors in the Haggen chapter 11 case where
US Bank is a franchisee/sublessee, bank/lender/UCC lien
party and/or agent.

US Bank is a landlord.

Energy chapter 11 case where US Bank is a vendor.
ZC is currently retained as the liquidating trustee in the

VSI Liquidating Trust chapter 11 case where US Bank is
a banking institution.
where US Bank is a lender and/or agent, top 20
unsecured creditor and banking facility.

services in the Avaya chapter 11 case where US Bank is
a customer.

services in the Venoco chapter 11 case where US Bank is
a contract counterparty.
Voya Party To Litigation ZC is currently retained by the official committee of

case where Voya is a lender and bondholder.

Energy chapter 11 case where Voya is a 3rd party
administrator.

services in the Avaya chapter 11 case where Voya is a
customer, vendor, lender and secured lienholder.
Weil Gotshal & Manges Counsel To ZC is currently retained by the official committee of
(“Weil”) National Public second priority noteholders in the Caesars chapter 11
Financing case where Weil is a significant litigation counterparty.
Guarantee
Corporation ZC is currently retained by the official committee of
Weil is a professional.

services in the Homer City chapter 11 case where Weil is
counsel to the debtors.

case where Weil is a professional.
White & Case LLP Counsel To UBS ZC is currently retained by the official committee of
Family Of Funds second priority noteholders in the Caesars chapter 11
And Puerto Rico case where White & Case LLP is a professional.
Family Of Funds,
Et Al. ZC is currently retained by the official committee of
where White & Case LLP is a professional.
Whitebox Advisors LLC, Bondholder ZC is currently retained by the official committee of

Whitebox Asymmetric second priority noteholders in the Caesars chapter 11
Advisors LLC, Whitebox case where Whitebox is a bondholder and a lender.
Credit Arbitrage Advisors
LLC, Whitebox Credit ZC is currently retained post confirmation to serve as the
Arbitrage Partners LP, creditor representative in the Allied Nevada case where
Whitebox Institutional Whitebox is an RSA party/DIP lender.
Partners LP, Whitebox Multi-
Strategy Advisors LLC, ZC is currently retained to provide interim management
Whitebox Multi-Strategy services in the Avaya chapter 11 case where Whitebox is
Partners LP and Whitebox a lender.
Tactical Opportunities Fund
(“Whitebox”)
Wilmington Trust and Party To Litigation ZC is currently providing services to the American Home
Wilmington Savings Fund Mortgage Trust where Wilmington is a creditor.
(“Wilmington”)
case where Wilmington is an agent, indenture trustee and
significant litigation counterparty.

Wilmington is a second lien lender and indenture trustee.

Space chapter 11 case where Wilmington Trust is an
indenture trustee.
Exhibit C - Engagement Letter Page 1 of 9
Exhibit C
Engagement Letter
June 27, 2017
To The Official Committee of Unsecured Creditors of

The Commonwealth of Puerto Rico
Dear Committee Members:
This letter confirms the engagement of Zolfo Cooper, LLC (“ZC”) as Financial Advisors to the
Official Committee of Unsecured Creditors of The Commonwealth of Puerto Rico (the “Committee”).
You have informed us that the Committee requires the assistance of Financial Advisors experienced in
restructurings to assist it in analyzing the financial affairs of The Commonwealth of Puerto Rico (the
“Commonwealth” or “Debtors”) as described more fully below.
We have agreed to provide such services, contingent upon the District Court for the District of Puerto
Rico (“District Court”) approving our retention on our customary terms and conditions of employment
and our compensation for our services and reimbursement of our out-of-pocket expenses in accordance
with our customary billing practices which are outlined in the Declaration of Carol Flaton (the
“Declaration”) to which this engagement letter is appended. Accordingly, until the requisite approval
of the District Court has been obtained, we are not obliged to perform any services hereunder, and, in
our sole discretion at any time, we may decide to cease providing such services.
It is presently anticipated that, at the request of the Committee, ZC will provide the following services:
a) analyze the Commonwealth’s 10-year Fiscal Plan and FY2018 annual budget, operations,
and related financial projections, including budgets and operation assessments and
assumptions of the Commonwealth;
c) review and analyze the Plan of Adjustment proposed by the Financial Oversight and
Management Board (“Oversight Board”);
e) assist the Committee in connection with the financial aspects of negotiations with the
Commonwealth;
f) assist the Committee with meetings with the Commonwealth or other third parties, as
appropriate in connection with the matters set forth herein;
5 Becker Farm Road, 4th Floor, Roseland, NJ 07068 | p: 973 618 5000 | f: 973 618 9430 | www.zolfocooper.com
LEGAL_US_E # 128861754.13
h) monitor Debtors’ claims management process, analyze claims, analyze guarantees, and
summarize claims;
payments, fraudulent conveyances and other potential claims or causes of action that the
Debtors’ may hold against third parties;
j) advise and assist the Committee in reviewing payments made by the Commonwealth or
other governmental entities to creditors;
k) prepare documents and provide testimony in or related to the Commonwealth’s Title III
cases, as necessary and customary, with respect to matters on which we have been
engaged to advise the Committee hereunder;
communication between the Committee and the other professionals performing services
for the Committee in relation to these proceedings and potential litigation related thereto;
and
In addition to the specific services listed above that ZC will perform, ZC understands that ZC will
participate, at the Committee’s request and to the extent appropriate, in meetings and discussions with
the Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”) as the
Commonwealth’s representative pursuant to the Puerto Rico Oversight, Management, and Economic
Stability Act (“PROMESA”), with other constituencies, and with their respective professionals.
Our work will be performed on a “level-of- effort” basis; that is, the depth of our analyses and extent
of our authentication of the information on which our advice to the Committee will be predicated may
be limited in some respects due to the extent and sufficiency of available information, time constraints
dictated by the circumstances of the engagement, and other factors. Moreover, ZC does not
contemplate examining any such information in accordance with generally accepted auditing or
attestation standards. Rather, it is understood that, in general, ZC may rely on information which is
available, disclosed or supplied to us without audit or other detailed verification of their accuracy and
validity.
ZC’s engagement commenced on June 27, 2017, pending the Committee’s obtaining District Court
approval, which will be sought to be nunc pro tunc to June 27, 2017.
It is our intention to work closely with the Committee throughout our engagement and as appropriately
directed by the Committee. Regular discussions with the Committee of our engagement should
facilitate our progress, enable the Committee to appropriately direct our efforts so as to avoid
duplicative efforts among the professionals retained in the case, and provide the Committee with
relevant information and an ongoing opportunity to confirm or request that we modify the scope of our
engagement to best serve the Committee’s objectives.
2
ZC will submit periodic oral and/or written reports summarizing our evaluations and analyses based on
our work pursuant to this engagement letter. Our reports will encompass only matters that come to our
attention in the course of our work that we perceive to be significant in relation to the objectives of our
engagement. However, because of the time and scope limitations implicit in our engagement and the
related limitations on the depth of our analyses and the extent of our verification of information, we
may not discover all such matters or perceive their significance. Accordingly, we will be unable to
and will not provide assurances in our reports concerning the integrity of the information used in our
analyses and on which our findings and advice to the Committee may be based. In addition, we will
state that we have no obligation to and will not update our reports or extend our activities beyond the
scope set forth herein unless the Committee requests and we agree to do so. Written reports will not be
provided to any party other than the Committee and its counsel without prior written authorization of
Committee counsel.
ZC understands that the Committee has agreed to treat any information received from ZC, whether
orally or in writing, with utmost confidentiality and, except as provided in this letter, will not publish,
distribute or disclose in any manner any information developed by or received from us without our
prior written approval. Such approval shall not be unreasonably withheld. Our approval is not needed
to disclose such information to the Committee’s legal counsel or if the information sought is either
required to be disclosed by process of law or such information is otherwise publicly available.
ZC agrees that all information, not publicly available, which is received by us from the Committee or
the Committee's counsel in connection with this engagement will be treated confidentially by our Firm,
except as required by process of law or as authorized by the Committee.
ZC’s fees will be based on the actual hours expended at our standard hourly rates which are in effect
when the services are rendered; our rates generally are revised semi-annually. ZC will also be
reimbursed for our reasonable out-of-pocket expenses including, but not limited to, costs of travel,
reproduction, our legal counsel, any applicable state sales or excise taxes and other direct expenses.
All such billings will be in accordance with our customary practices and in accordance with applicable
guidelines of the District Court. The billing rates for professionals who may be assigned to this
engagement in effect as of January 1, 2017, are as follows:

Support Personnel US $ 60 - $290
ZC recognizes that this case does not involve a corporate entity but rather a U.S. territory where
residents’ access to basic essential services is limited. Therefore, ZC has agreed to provide an
adjustment to the professional fees incurred, as set forth below. ZC has agreed, in advance, to this
reduction to its fees due to Puerto Rico being a territory of the United States, the unprecedented nature
of this proceeding, and the severe economic distress of the people in the territory of Puerto Rico. By
this reduction, ZC further endeavors to have transparency around its fees. It is understood that ZC
shall provide monthly fee statements and interim fee statements, which shall include all of its fees for
hours worked. ZC shall be subject to any interim compensation orders entered by the District Court.
ZC’s final allowed compensation shall reflect a write off of twenty percent (20%) of the total
professional fees sought during the entire case in connection with such final fee application, with the
3
precise fees to be waived to be designated by ZC (in its sole discretion) in connection with the final fee
application process.
ZC will submit to Puerto Rico Fiscal Agency and Financial Advisory Authority, as representative of
the Debtors, monthly invoices for payment of all services rendered and expenses incurred, subject to
and in accordance with applicable orders of the District Court including any interim compensation
orders and applicable provisions of PROMESA and any other applicable law or rules including the
local rules of the District Court. ZC understands that the Committee will seek a District Court order
approving this arrangement, and all such payments will be subject to final approval by the District
Court.
The Committee is advised by Zolfo Cooper that any and all payments (including fees and
reimbursements) by the Debtors shall be made free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding taxes imposed on ZC’s overall net income imposed on it by the jurisdiction
under the laws of which ZC is organized or any political subdivision thereof; all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments
hereunder hereinafter referred to as “Taxes”.
The Committee is advised by Zolfo Cooper that if the Debtors shall be required by law to deduct any
Taxes from or in respect of any amount paid or payable to ZC, (i) the amount payable by the Debtors
shall be increased by the Debtors as may be necessary so that after making all required deductions
(including deductions by the Debtors applicable to additional amounts payable under this paragraph)
ZC receives an amount equal to the amount it would have received had no such deductions been made,
including deduction for taxes as contemplated payable by ZC hereunder including the provisions of
this engagement; (ii) the Debtors shall make such deductions and (iii) the Debtors shall pay the full
amount deducted to the relevant tax authority or other authority in accordance with applicable law.
The Committee acknowledges and agrees that the hours worked, the results achieved and the ultimate
benefit to the parties represented by the Committee of the work performed in connection with this
engagement may be variable and that the Committee and ZC have taken this into account in setting the
fees hereunder. No fee payable to any other person or entity by the Debtors, the Committee or any
other party shall affect any fee payable to ZC hereunder.
The Committee agrees that if any of the employees of ZC are required to testify, prepare for and
appear at a deposition or produce documents, at any administrative or judicial proceeding relating to
this matter, we will promptly notify you of such, tender to you our defense responding to such request
and cooperate with you and our Firm will be compensated for our associated time charges at our
regular hourly rates, in effect at the time, and reimbursed for reasonable out-of-pocket expenses,
including counsel fees.
ZC confirms that to the best of our knowledge and belief, insofar as ZC has been able to ascertain after
due inquiry, no one of the employees of ZC1 is related to the Debtors, their creditors, other parties in
1
The “Zolfo Cooper” name is owned by ZC Holdings, LLC, ZC’s parent company, and is used in the United States by ZC and its subsidiaries. The Zolfo
Cooper name is used in Hong Kong and the People’s Republic of China under license agreements, without any common ownership with ZC.
4
interest in the pending proceedings, or the United States Trustee or anyone employed in the Office of
the United States Trustee, or holds or represents any interest adverse to any such party, except that ZC
is connected with the Committee by virtue of this engagement, and ZC may represent or have
represented certain of the Debtors' creditors or other parties in interest in the proceedings, or interests
adverse to such creditors or other parties in interest, in matters unrelated to the Debtors' cases. Further,
ZC may have engaged, been engaged by or had mutual clients with, may currently be engaging, be
engaged by or have mutual clients with, and may in the future engage, be engaged by or have mutual
clients with certain law firms, financial advisors, accounting firms and other professionals that are
potential parties-in-interest or may become parties-in-interest, in matters unrelated to these cases.
In connection with our proposed retention by the Committee in these cases, ZC undertook to
determine whether ZC had any conflicts or other relationships that might bear on our retention. ZC
is and will continue to conduct a review of its professional contacts with the Debtors, their affiliates
and other interested parties identified on a list (“Interested Party List”) which has been or may be
provided to ZC by counsel to the Committee in this proceeding. ZC has or will run the Interested
Party List through ZC’s relationship database (“Database”), which is an Access computer database
containing names of individuals and entities that are present or recent former clients of ZC. ZC has
or will review those results, which review has or will be completed under the supervision of the in-
house General Counsel of ZC. None of the services that were or will be provided in the course of
these other engagements: (i) is connected in any way to these cases or proceedings; (ii) will impact
or conflict with or be adverse to the rights of the Committee in these cases or proceedings; and (iii)
will compromise ZC’s ability to provide services in these cases or proceedings. The Committee
understands and agrees that its name will be added to ZC’s Database.
ZC has been engaged by, currently is engaged by and in the future will likely be engaged by certain
entities that are involved in these cases, including claimants or interest holders of the Commonwealth,
in matters wholly unrelated to the Commonwealth, its bankruptcy cases and such parties claims against
the Commonwealth. In addition, ZC is sometimes engaged by formal and ad hoc committees of
creditors and interest holders in bankruptcy and other financial restructuring matters. Accordingly, we
believe that such engagements have no bearing on the services for which ZC is being engaged under
this letter. ZC will not advise any of these entities with respect to the Commonwealth’s cases or have
any relationships with any such entities that would be adverse to the interests of the Committee.
It should be understood that ZC’s former clients and their affiliates, officers, directors, principal
shareholders and their respective affiliates may have had relationships with parties in interest in these
bankruptcy cases of which ZC were not informed or, subsequent to the performance of our services,
may have developed relationships with such parties of which ZC are unaware
To the best of ZC’s knowledge and belief after due inquiry, except as ZC has reported to you and set
forth in a schedule appended to the Declaration ZC prepared to be filed with the Court in support of
our retention, none of our current or former clients (including their affiliates, officers, directors,
principal shareholders and their respective affiliates) is connected to the entities set forth in the
Interested Parties List.
To the extent that ZC discovers additional relationships that meet the above criteria, ZC will report
them to you and the Court promptly.
5
The Committee agrees to use its reasonable best efforts, through the application for retention of ZC, to
have the Debtor provide an indemnification to ZC and its principals, employees, subcontractors,
representatives, agents and counsel, whereby:
The Commonwealth agrees to indemnify and hold harmless ZC against any and all losses, claims,
damages, liabilities, penalties, judgments, awards, costs, fees, expenses and disbursements including,
without limitation, the costs, fees, expenses and disbursements, as and when incurred, of investigating,
preparing or defending any action, suit, proceeding or investigation (whether or not in connection with
proceedings or litigation in which ZC is a party), directly or indirectly, caused by, relating to, based
upon, arising out of or in connection with the engagement of ZC by the Committee or any services
rendered pursuant to such engagement, unless there is a final non-appealable order of a Court of
competent jurisdiction, at the trial level, finding ZC directly liable for gross negligence or willful
misconduct. These indemnification provisions extend to the principals, employees, representatives,
agents and counsel of ZC.
The Committee and its members agree that ZC and its personnel will not be liable to the Committee for
any claims, liabilities, or expenses relating to this engagement in excess of the fees paid to ZC
pursuant to this engagement, unless there is a final non-appealable order of a Court of competent
jurisdiction, at the trial level, finding ZC directly liable for gross negligence or willful misconduct. In
no event will ZC or its personnel be liable for consequential, special, indirect, incidental, punitive or
exemplary loss, damages or expenses relating to this engagement. These limitations on liability
provisions extend to the employees, representatives, agents and counsel of ZC.
The limitation on liability and indemnification contained in this engagement letter shall survive the
completion or termination of this engagement. We understand that the Committee, by majority vote,
may terminate this agreement. We acknowledge that neither the Committee, its individual members,
nor any of its advisors or professionals (including, but not limited to Committee counsel), shall have
any liability for (i) ZC’s fees, expenses or other amounts payable hereunder, and (ii) any
indemnification in favor of ZC by the Commonwealth.
The Committee agrees that neither it nor any of its assignees or successors shall (a) seek a jury trial in
any lawsuit, proceeding, counterclaim or any other action based upon, or arising out of or in
connection with the engagement of ZC by Committee or any services rendered pursuant to such
engagement, or (b) seek to consolidate any such action with any other action in which a jury trial
cannot be or has not been waived. The provisions of this paragraph have been fully discussed by
Committee and ZC and these provisions shall be subject to no exceptions. Neither party has agreed
with or represented to the other that the provisions of this section will not be fully enforced in all
instances.
The Committee hereby irrevocably and unconditionally (a) submits for itself and its property in any
legal action or proceeding relating to the engagement of ZC by Committee or any services rendered
pursuant to such engagement, to the exclusive general jurisdiction of the District Court for the District
of Puerto Rico having jurisdiction in the Title III cases, and appellate courts thereof; (b) consents that
any such action or proceeding may be brought in such court and waives any objection that it may now
or hereafter have to the venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by
6
registered or certified mail (or any substantially similar form of mail), postage prepaid, to Committee
at its address set forth above or at such other address of which ZC shall have been notified pursuant
thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other
manner permitted by law; and (e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in this subsection any
special, exemplary or punitive or consequential damages. ZC agrees that any action or proceeding
relating to the engagement of ZC by the Committee or any services rendered pursuant to such
engagement shall be brought and maintained exclusively in the District Court for the District of Puerto
Rico having jurisdiction in the Title III cases, and appellate courts thereof and submits to the
jurisdiction of such courts for the purposes of any such action or proceeding.
The laws of New York shall govern this engagement legally, without regard to conflict of law
principles.
If any provision of this engagement letter is invalid or unenforceable, the remainder of this
engagement letter shall not be affected.
This engagement letter may be executed in several counterparts, each of which shall be deemed an
original, and all of which shall together constitute one and the same instrument.
Notwithstanding anything to the contrary contained herein, ZC shall have the right to disclose its
retention by the Committee or the successful completion of its services hereunder in advertisements
describing its services placed, at its own expense, in financial and other newspapers or otherwise.
[SIGNATURE PAGES FOLLOW]
7
ZC looks forward to working with the Committee on this important matter. Please return a copy of
this engagement letter, signed in the space provided to signify your agreement with the terms and
provisions herein. If you have any questions, please call Joff Mitchell at (212) 561-4060, David
MacGreevey at (212) 561-4187 or Carol Flaton at (212) 561-4073.
Very truly yours,
Zolfo Cooper, LLC
Agreed by:
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
By: The American Federation of Teachers

Solely in its capacity as member of the Committee
(and not in its individual capacity); authorized by
the Committee to sign this letter
By: __/s/ Mark Richard____________________________
Name: Mark Richard

Title: Counsel to the President

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Case:17-03283-LTS Doc#:615 Filed:07/11/17 Entered:07/11/17 18:20:59 Desc: Main

NOTICE OF HEARING ON APPLICATION OF OFFICIAL COMMITTEE OF

PLEASE TAKE NOTICE that a hearing on the annexed Application of Official

Committee of Unsecured Creditors of Commonwealth of Puerto Rico for Entry of Order

PLEASE TAKE FURTHER NOTICE that any responses or objections

PLEASE TAKE FURTHER NOTICE that that if an Objection to the

[Signature page to follow.]

Dated: July 11, 2017

O’NEILL & GILMORE LLC

252 Ponce de Leon Ave.

Proposed Co-Counsel to the Official Committee

APPLICATION OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS

The Official Committee of Unsecured Creditors of the Commonwealth of Puerto Rico

as Exhibit B, and respectfully represents as follows:

“Title III Cases”).3

Title III Cases [Docket No. 537].

Rico Electric Power Authority.

is attached hereto as Exhibit C.

decision to retain and employ Zolfo Cooper.

JURISDICTION AND VENUE

venue is proper pursuant to PROMESA § 307(a).

advisory services as further detailed below.

ZOLFO COOPER’S QUALIFICATIONS

possession financing, feasibility, debt restructuring, valuation and insolvency-related litigation;

are more fully set forth in the Flaton Declaration.

ZOLFO COOPER’S DISINTERESTEDNESS

(A) is not a creditor, an equity security holder, or an insider;

12. Pursuant to section 1103(b) of the Bankruptcy Code, a professional employed to

having an adverse interest in connection with the case.

Cooper is proposed to be employed.

professionals that are potential parties-in-interest or may become parties-in-interest, in matters

unrelated to these Title III Cases.

section 1103(b) of the Bankruptcy Code.

conflict database (“Database”), which is an Access computer database containing names of

related to the Title III Cases.

developments or relationships come to Zolfo Cooper’s attention.

b) analyze the Commonwealth’s debt capacity and proposed capital structure;

h) monitor Debtors’ claims management process, analyze claims, analyze guarantees,

j) advise and assist the Committee in reviewing payments made by the

m) provide other services as requested by the Committee.

Terms of Retention and Compensation

similar circumstances, based on the customary compensation charged by comparably skilled

practitioners in bankruptcy and non-bankruptcy engagements.

compensation at the following hourly rates in effect as of January 1, 2017:

Managing Directors US $850 - $1,035

final fee application process.

official committee of unsecured creditors) payment as described herein.

in full by the Debtors.

more expanded indemnification language in other representations in other jurisdictions. See,

Title III Cases.

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the Court deems just and proper.

THE OFFICIAL COMMITTEE OF UNSECURED

By: The American Federation of Teachers

By: _/s/ Mark Richard___________________________

Name: Mark Richard

O’NEILL & GILMORE LLC

Proposed Co-Counsel to the Official Committee of

UNITED STATES DISTRICT COURT

ORDER AUTHORIZING OFFICIAL COMMITTEE OF UNSECURED CREDITORS

appearing therefor, it is hereby ORDERED THAT:

1. The Application is APPROVED.

3. Zolfo Cooper is authorized to perform the services enumerated in the Application