Guam § 1 - Definitions.

§ 1. Definitions.

Unless the context otherwise requires, the terms defined in

THIS Section shall for all purposes of THIS Indenture, and of any

indenture supplemental hereto and of any certificate, opinion or

other document herein mentioned, have the meanings herein

specified, to be equally applicable to both the singular and plural

forms of any of the terms herein defined.

Act

Act means Section____ of Title 5, Guam Code Annotated, as

amended, and as it may from time to time hereafter be amended

or supplemented with respect to the Bonds.

Annual Debt Service

Annual Debt Service means, as of any date of calculation, the

sum of (1) the interest falling due on then Outstanding Bonds

(assuming that all then Outstanding Serial Bonds are retired on

their respective maturity dates and that all then Outstanding Term

Bonds are retired at the times of and in amounts provided for by

the Mandatory Sinking Account Payments applicable to such

Term Bonds), (2) the principal amount of then Outstanding Serial

Bonds falling due by their terms, and (3) the aggregate amount of

all Mandatory Sinking Account Payments required; all as

computed for any Bond Year.

Bond Expense Fund

Bond Expense Fund means the fund by that name established

pursuant to § 5.01.

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Bond Expenses

Bond Expenses means the fees and expenses of the

Fiduciaries, fees for any Credit Facility, including any instrument

designated by a Supplemental Indenture as providing

supplemental credit support for a Series of Bonds, Costs of

Issuance not paid from the proceeds of Bonds, expenses of any

audit report provided pursuant to § 6.06 hereof, fees for any

Opinion of Counsel, and any other casts or expenses designated

as Bond Expenses by a Supplemental indenture.

Bond Fund

Bond Fund means the fund by that§ name established

pursuant to § 5.01.

Bond Reserve Fund

Bond Reserve Fund means the fund by that name established

pursuant to § 5.01.

Bond Reserve Fund Requirement

Bond Reserve Fund Requirement means (a) for any date of

calculation, an amount equal to the least of (i) Maximum Annual

Debt Service, (ii) ten percent (10%) of the proceeds received from

the sale of the Series then having Bonds Outstanding, or (iii) one

hundred twenty-five percent (125%) of average Annual Debt

Service on the Series then having Bonds Outstanding; or (b) such

greater amount as may be specified by Supplemental Indenture

providing for the issuance of a Series of Bonds; which in each case

may be satisfied in whole or in part by a Credit Facility as

provided in § 5.04.

Bond Year

Bond Year means the period of twelve consecutive months

ending on __________ in any year in which Bonds are or will be

Outstanding.

Bonds, Serial Bonds, Term Bonds, 1997 Series A Bonds

Bonds means the Government of Guam Limited Obligation

Infrastructure Improvement Bonds, authorized by, and at any time

Outstanding pursuant to, THIS Indenture.

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Serial Bonds means the Bonds, falling due by their terms on

specified dates, for which no Mandatory Sinking Account

Payments are provided.

Term Bonds means the Bonds payable at or before their

specified maturity date or dates from Mandatory Sinking Account

Payments established for that purpose and calculated to retire such

Bonds on or before their specified maturity date or dates.

1997 Series A Bonds means the Government of Guam

Limited Obligation Infrastructure Improvement Bonds, 1997

Series A, issued hereunder.

Business Day

Business Day means any day on which banks in the cities in

which the Principal Offices of the Trustee and each Credit

Provider are located are not required or authorized to close and on

which the New York Stock Exchange is not closed.

Certificate. Order Request, Requisition, or Statement of the

Government

Certificate, Order, Request, Requisition and Statement mean,

respectively, a written certificate, order, request, requisition or

statement executed by the Governor, the Director of

Administration or such other person as may be designated and

authorized by the Governor to sign for the Government. Any such

instrument and supporting opinions or representations, if any,

may, but need not, be combined in a single instrument with any

other instrument, opinion or representation, and the two or more

so combined shall be read and construed as a single instrument. If

and to the extent required by § 1.02, each such instrument shall

include the statements provided for in § 1.02.

Code

Code means the Internal Revenue Code of 1986, and

reference to any section or other provision thereof shall include

any successor provision and any regulations thereunder.

Construction Fund

Construction Fund means the fund by that name created

pursuant to § 3.03.

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Costs of Issuance

Costs of Issuance means all items of expense directly or

indirectly payable by or reimbursable to the Government and

related to the authorization, issuance, sale and delivery of the

Bonds, including but not limited to advertising costs, Bond and

official statement printing costs, costs of preparation and

reproduction of documents, filing and recording fees, initial fees

and charges of the Trustee, the Depositary and the Registrar, legal

fees and charges, fees and disbursements of consultants and

professionals, Rating Agency fees, fees and charges for

preparation,, execution, transportation and safekeeping of Bonds

and any other cost, charge or fee in connection with the original

issuance of Bonds.

Credit Agreement

Credit Agreement means any agreement between the

Government and a Credit Provider pursuant to which such Credit

Provider agrees to provide a Credit Facility.

Credit Facility

Credit Facility means the [Municipal Bond Insurance

Policy], dated not later than the date of initial issuance and

delivery of the 1997 Series A Bonds, issued by the Credit Provider

for the 1997 Series A Bonds, or any substitute therefor permitted

hereby, and any other insurance policy, surety bond, letter of

credit or other instrument designated by a Supplemental Indenture

as providing supplemental credit support for a Series of Bonds.

Any Credit Facility delivered with respect to a Series of Bonds in

substitution for the Credit Facility theretofore in effect with

respect to such Series must (i) be delivered to the Trustee before

the stated expiration date of the Credit Facility theretofore in

effect; and (ii) be accompanied, upon such delivery to the Trustee,

by a written statement of each Rating Agency to the effect that the

rating then assigned by such Rating Agency to such Series will

not be reduced or withdrawn as a result of such substitution.

Credit Provider

Credit Provider means [AMBAC Indemnity Corporation] or

the issuer of any substitute Credit Facility, and any other person,

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firm or entity designated in a Supplemental Indenture as providing

supplemental credit support for a Series of Bonds.

Depositary

Depositary means [Depositary], a [_______] banking

[corporation] organized under the laws of the _______________,

or its successor, as Depositary hereunder as provided in § 8.01.

Director of Administration

Director of Administration means the Director of

Administration of the Government of Guam or any successor to

the rights, powers and obligations thereof under the Act with

respect to the Bonds.

Event of Default

Event of Default means any of the events specified in § 7.01.

Fiduciaries

Fiduciaries means the Trustee, the Depositary, the Registrar

and any Paying Agents.

Fiscal Year

Fiscal Year means the period beginning on October 1 of each

year and ending on the next succeeding September 30, or any

other twelve-month period hereafter selected and designated as

the official fiscal year period of the Government.

Government

Government means the Government of Guam or any

successor to the rights, powers and obligations thereof under the

Act with respect to the Bonds.

Governor

Governor means the Governor of Guam or any successor to

the rights, powers and obligations thereof under the Act with

respect to the Bonds.

Holder or Bondholder

Holder or Bondholder means the person in whose name a

Bond is registered.

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Hotel Room Taxes

Hotel Room Taxes means the taxes now imposed by Section

_____ of Title _____, Guam Code Annotated, as amended,

together with all other hotel room taxes hereafter required to be

levied under the Act and THIS Indenture for the payment of the

Bonds, the interest thereon, Bond Expenses and for the

maintenance of the Bond Reserve Fund.

Indenture

Indenture means THIS Indenture, as originally executed or

as it may from time to time be supplemented, modified or

amended by any Supplemental Indenture.

Independent

Independent means, when used with respect to any given

person, that such person (who may be selected and paid by the

Government) is acceptable to the Trustee and (1) is in fact

independent and not under domination of the Government; (2)

does not have any substantial interest, direct or indirect, with the

Government; and (3) is not connected with the Government as an

officer or employee of the Government, but who may be regularly

retained to provide services to the Government.

Independent Consultant

Independent Consultant means any Independent certified

public accountant, Independent engineer or other Independent

consultant, who is in any case experienced in the preparation of

feasibility studies for use in connection with the financing of

infrastructure improvements.

Infrastructure Improvement Projects

Infrastructure Improvement Projects means any project

described in Section ________(a)(3) of the Act.

Interest Payment Date

Interest Payment Date means May 15 and November 15 of

each year, commencing _________.

Investment Securities

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Investment Securities means any investment securities which

at the time are legal investments under the laws of the Government

of Guam for moneys held hereunder and then proposed to be

invested therein.

Legislature

Legislature means the Legislature of Guam or any successor

to the rights, powers and obligations thereof under the Act with

respect to the Bonds.

Mandatory Sinking Account Payment

Mandatory Sinking Account Payment means, as of any date

of calculation with respect to any Series of Bonds, the amount

required by THIS Indenture or any Supplemental Indenture to be

paid by the Government on a given date for the retirement of Term

Bonds of such Series.

Maximum Annual Debt Service

Maximum Annual Debt Service means, for any date of

calculation, Annual Debt Service computed for the Bond Year

thereafter in which such amount shall be largest.

Opinion of Counsel

Opinion of Counsel means a written opinion addressed to the

Government of nationally recognized bond counsel (who may be

counsel for the Government) selected by the Government. If and

to the extent required by the provisions of § 1.02, each Opinion of

Counsel shall include the statements provided for in § 1.02.

Outstanding

Outstanding, when used as of any particular time with

reference to Bonds, means (subject to the provisions of § 11.09)

all Bonds theretofore, or thereupon being, authenticated and

delivered by the Trustee under THIS Indenture except (1) Bonds

theretofore canceled by the Trustee or surrendered to the Trustee

for cancellation; (2) Bonds with respect to which all liability of

the Government shall have been discharged in accordance with