Guam § 11 - Governing Law.

§ 11. Governing Law.

The rights and duties of the parties to this Indenture shall be

governed by the laws of Guam, provided, however, that the

administration of the trusts imposed upon the Trustee by the

Indenture and the rights and duties of the Trustee hereunder shall

be governed by, and construed in accordance with the laws of the

jurisdiction in which the Trustee has its Principal Office.

IN WITNESS WHEREOF, the GOVERNMENT OF GUAM

has caused this Indenture to be signed in its name by its duly

authorized officers under its seal; and [TRUSTEE], in token of its

acceptance of the trusts created hereunder, has caused this

indenture to be signed on its corporate name by one of its

authorized officers and its corporate seal to be hereunto affixed,

all as of the day and year first above written.

GOVERNMENT of GUAM

By _____________________

Governor

[SEAL]

By _____________________

Director of Administration

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[TRUSTEE],

as Trustee

[CORPORATE SEAL] By _____________________

Title:

The undersigned, [DEPOSITARY], hereby accepts and

agrees to perform the duties and obligations of Depositary under

this Indenture.

[DEPOSITARY]

By ______________________

Title:

[CORPORATE SEAL]

The undersigned, [REGISTRAR], hereby accepts and agrees

to perform the duties and obligations of Registrar under this

Indenture.

[REGISTRAR],

as Registrar

By ______________________

Title:

[CORPORATE SEAL]

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EXHIBIT A

[FORM OF BOND]

No. _____ $ _______

GOVERNMENT OF GUAM

LIMITED OBLIGATION INFRASTRUCTURE

IMPROVEMENT BOND

1997 SERIES A

INTEREST DATED MATURITY

RATE DATE DATE CUSIP

Registered Holder

Principal Sum: Dollars

The GOVERNMENT OF GUAM, duly organized and

existing under and by virtue of the laws of the United States of

America (herein called the ‘Government’), for value received,

hereby promises to pay (but only out of the Revenues and other

assets pledged therefor as hereinafter mentioned) to the registered

holder identified above or registered assigns, on the maturity date

specified above (subject to any right of prior redemption

hereinafter mentioned), the principal sum specified above in

lawful money of the United States of America; and to pay interest

thereon, in like lawful money and solely from said Revenues and

assets, from the interest payment date next preceding the date of

registration of this Band (unless this Bond is registered as of a day

during the period from the fourteenth day next preceding any

interest payment date to such interest payment date, inclusive, in

which event it shall bear interest from such interest payment date,

or unless this Bond is registered on or before_______, in which

event it shall bear interest from ________) until payment of such

principal sum shall be discharged as provided in the indenture

hereinafter mentioned, at the interest rate specified above per

annum, payable semiannually on __________ and ___________

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in each year, commencing ___________, 1990. The principal (or

redemption price) hereof is payable upon surrender hereof at the

principal corporate trust office of [Trustee] (herein called the

‘Trustee’) in _____, ________, and the interest hereon is payable

by check or draft mailed to the person in whose name this Bond

or any predecessor Band is registered at the close of business on

the fifteenth day immediately preceding an interest payment date,

at such person’s address as it appears on the bond registration

books of the Registrar.

The Bonds are limited obligations of the Government and are

not a lien or charge upon the funds or property of the Government,

except to the extent of the pledge and assignment hereinafter

described. Neither the faith and credit of the Government nor the

faith and credit of the United States of America or any political

subdivision thereof is pledged to the payment of the principal of

or interest on the Bonds.

This Bond is one of a duly authorized issue of bonds of the

Government designated as the ‘Government of Guam Limited

Obligation Infrastructure Improvement Bonds’ (herein called the

‘Bonds’), unlimited in aggregate principal amount, except as

otherwise provided in the laws of the United States of America and

the Government of Guam and in the Indenture hereinafter

mentioned, which issue of Bonds consists or may consist of one or

more series of varying dates, maturities, interest rates, and

redemption and other provisions, all issued or to be issued pursuant

to Section ____ of Tide 5 of the Guam Code Annotated, as amended,

and that certain Indenture, dated as of _________, 1997, by and

between the Government and the Trustee (herein called the

Indentures). This Bond is also one of a duly authorized series of

Bonds additionally designated “______ Series _______” (herein

called the “_____ Series ____ Bonds”), in the aggregate principal

amount of _________________________________ Dollars

($_____________), all issued under the provisions of the Indenture.

The Bonds are issued for the purpose of providing moneys for the

implementation of certain capital improvement projects. Reference

is hereby made to the Indenture (a copy of which is on file at said

office of the Trustee) and all indentures supplemental thereto for a

description of the rights thereunder of the registered owners of the

Bonds, of the nature and extent of the security and provisions for

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payment of the Bonds, of the rights, duties and immunities of the

Trustee and other fiduciaries and of the rights and obligations of the

Government thereunder, to all the provisions of which Indenture the

registered owner of this Bond, by acceptance hereof, assents and

agrees.

The Bonds and the interest thereon (to the extent set forth in

the Indenture) are payable from Revenues (as that term is defined in

the Indenture) and other assets pledged as provided in the Indenture,

and are secured by a pledge of said Revenues (except to the extent

of the Rebate Requirement referred to in the Indenture), the

proceeds of the sale of the Bands and amounts held in the funds and

accounts established pursuant to the Indenture, subject only to

provisions of the Indenture permitting the application thereof for or

to the purposes and on the terms and conditions set forth in the

Indenture.

The ________ Series ________ Bonds maturing

after______, ______ are subject to redemption prior to their

respective stared maturities, at the option of the Government, from

any source of available funds, on any date on or after _________,

__________, as a whole, or in part by such maturity or maturities

as may be specified by the Government (and by lot within a

maturity), at the Redemption Prices (expressed as percentages of

principal amount) set forth in the table below plus interest accrued

thereon to the date fixed for redemption:

Redemption Redemption

Dates Prices

______, _______ to and including ______, _______ _______ %

______, _______ to and including ______, _______ _______ %

______, _______ to and including ______, _______ _______ %

______, _______ to and including ______, _______ _______ %

_______, _______ and thereafter 100 %

The _____Series _____ Bonds maturing on _________, and

the Series Bonds maturing on ________, respectively, are also

subject to redemption prior to their stated maturities, in part in lots

of $5,000 principal, from Mandatory Sinking Account Payments

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established for each such maturity as provided in the Indenture,

on any _________ on or after _________, or _________,

respectively, at the principal amount thereof plus interest accrued

thereon to the date fixed for redemption, without premium.

Notice of any redemption, identifying the Bonds or portions

thereof to be redeemed, shall be given by the Trustee not less than

30 nor more than 60 days before the date fixed for redemption by

mail to each of the registered owners of Bonds designated for

redemption at their addresses appearing on the bond registration

books of the Registrar on the date the Bonds to be redeemed are

selected. Receipt of such notice by such registered owners shall

not be a condition precedent to such redemption.

If this Bond is called for redemption and payment is duly

provided Hereford as specified in the Indenture, interest shall

cease to accrue hereon from and after the date fixed for

redemption.

If an Event of Default (as that term is defined in the

Indenture) shall occur, the principal of all Bonds (and the interest

accrued thereon) may be declared due and payable upon the

conditions, in the manner and with the effect provided in the

Indenture. The Indenture provides that in certain events such a

declaration and its consequences may be rescinded by the

registered owners of not less than a majority in aggregate principal

amount of the Bonds then outstanding.

The _______ Series ____ Bonds are issuable only in fully

registered form in denominations of $5,000 or any integral

multiple thereof. Subject to the limitations and upon payment of

the charges, if any, provided in the Indenture, this Bond may be

exchanged, at the office of [Registrar], as Registrar, in _____

_____, for a new fully registered Bond or Bonds, of the same

series, maturity and tenor and of any authorized denomination or

denominations and for the aggregate principal amount of this

Band then remaining outstanding.

This Bond is transferable by the registered owner hereof, in

person or by its attorney duly authorized in writing, at said office

of the Registrar, but only in the manner, subject to the limitations

and upon payment of the charges, if any, provided in the

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Indenture, and upon surrender and cancellation of this Bond. Upon

such transfer a new registered Bond or Bonds, of the same series,

maturity and tenor and of any authorized denomination or

denominations and for the same aggregate principal amount of this

Bond then remaining outstanding, will be issued to the transferee

in exchange Hereford. The Registrar shall not be required to

register the transfer of this Bond during the five days next

preceding any date established by the Trustee for the selection of

Bonds for redemption or at any time after selection of this Bond

for redemption.

The Government, the Trustee and the may treat the registered

owner hereof as the absolute owner hereof for all purposes, and

neither the Government, the Trustee nor the Registrar shall be

affected by any notice to the contrary.

The Indenture and the rights and obligations of the

Government, the registered owners of the Bonds, the Trustee, the

Registrar and other fiduciaries may be modified or amended at any

time in the manner, to the extent, and upon the terms provided in

the Indenture, provided that no such modification or amendment

shall (i) extend the fixed maturity of this Bond, or reduce the

amount of principal hereof, or extend the time of payment or

reduce the amount of any Mandatory Sinking Account Payment

provided in the Indenture for the payment of this Band, or extend

the time of payment of any interest on this Band or reduce the rate

of interest hereon, without the consent of the registered owner

hereof, or (ii) reduce the percentage of the principal amount of

Bonds the consent of the registered owners of which is required to

effect any such modification or amendment, permit the creation of

any lien on the Revenues and other assets pledged as security for

the Bonds (including additional Bands hereafter issued) prior to

or on a parity with the lien created by the Indenture or deprive the

registered owners of the Bands of the lien of the Indenture (except

as expressly provided in the indenture), without the consent of the

registered owners of all Bonds then outstanding, all as more fully

set forth in the Indenture.

This Bond shall not be entitled to any benefit under the

Indenture, or become valid or obligatory for any purpose, until the

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certificate of authentication and registration hereon endorsed shall

have been dated and signed by the Registrar.

It is hereby certified and recited that any and all conditions,

things and acts required to exist, to have happened and to have

been performed precedent to and in the issuance of this Bond

exist, have happened and have been performed in due time, form

and manner as required by the laws of the United States of

America and the Government of Guam, and that the amount of

this Bond, together with all other indebtedness of the Government,

does not exceed any limit prescribed by such laws, and is not in

excess of the amount of Bands permitted to be issued under the

Indenture.

IN WITNESS WHEREOF, The GOVERNMENT OF

GUAM has caused this Bond to be executed in its name and on its

behalf by the facsimile signature of the Governor of Guam and the

Director of Administration of the Government of Guam and its

seal to be reproduced hereon by facsimile, all as of the Dated Daze

specified above.

GOVERNMENT OF GUAM

By ______________________

Governor

(SEAL) By ______________________

Director of Administration

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[FORM OF]

REGISTRAR’S CERTIFICATE OF AUTHENTICATION

AND REGISTRATION

This is one of the Bonds described in the within mentioned

Indenture, which has been registered as of ______________

[REGISTRAR],

as Registrar

By ______________________

Authorized Officer

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[STATEMENT OF INSURANCE]

[FORM OF] ASSIGNMENT

The following abbreviations, when used in the inscription on

the face of the within Band and in the assignment below, shall be

construed as though they were written out in full according to

applicable laws or regulations.

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right of survivorship

and not as tenants in common

UNIF GIFT MIN ACT -__ Custodian___

(Cut) (Minor)

under Uniform Gifts to Minors Act ___________________

(State)

Additional abbreviations may also be used though not in the above

list.

For value received the undersigned do(es) hereby sell, assign

and transfer unto __________ the within-mentioned registered

Bond and hereby irrevocably constitute(s) and appoint(s) attorney,

to transfer the same on the books of the Registrar with ft power of

substitution in the premises.

Dated: ______ ___________________________

NOTICE: The signature on this Assignment

must correspond with the name as it

appears on the face of the within

Bond in every particular, without

alteration or enlargement or any

change whatsoever.

Signature Guaranteed: Social Security Number, Taxpayer

Identification Number or other

Identifying Number of Assignment

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____________________ ________________________

Notice: Signature must be

guaranteed by a member

firm of the New York Stock

Exchange or a commercial

bank or trust company.

Note: Transfer fees must be paid to the Registrar in order to

transfer or exchange this bond as provided in the

within-mentioned Indenture.

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Exhibit B

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Sheet 1

Exhibit B Projects

Project Amount

Tumon Fafai Reversion Project

1. For the relocation of force main

sewage or distribution and transmission

water lines that are encroaching on

private property along Happy Landing Road. $1,100,000

2. For the design and construction of

the Tumon Pump Station and Force main $3,600,000

3. For the refurbishment of the Northern

District Sewage Treatment Plant $1,800,000

4. For the refurbishment of the Agana

Sewage Treatment Plant $2,000,000

Oka Point Collector System Project

5. For the design and construction of the

Oka Point collector lines $2,000,000

Tumon Water Lines

6. For design and construction of waterlines $4,200,000

Tumon Water Sources

7. For drilling and construction and a study

to evaluate the northern water system. $5,800,000

Tumon Bay Beautification

8. Streets & Sidewalks for medians, crosswalks

& intersections, beach access, sidewalks &

curbs, Street furniture for benches, trash

containers, signage, shelters, street lights &

traffic lighting, enhancements for Gov. Flores

and Matapang Beach Parks. $7,200,000

9. Landscaping for medians, road edge

strips, & entry points from San Vitores

Blvd. to beach access. $3,900,000

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10. Services undergrounding for

ocean side power lines & cables,

clutter, removal of guy wires, & signage

consolidations $4,500,000

11. Design & management fees for design

development, construction documentation,

permitting, & construction management $1,600,000

12. Allowances for roadway repairs &

restoration resurfacing of San Vitores Blvd.

off-site infrastructure work directly related to

the Tumon area infrastructure. $5,000,000

13. Construction of the San Vitores Substation

& transmission lines by the Guam Power

Authority in the Tumon Bay area Total $5,900,000

14. Funds to cover shortfalls in Items (1)

through (13) ($4,000,000). Any sum that is

surplus from any of the projects, and any

additional funds generated from the interest

of this funding source, shall also be used

to cover shortfalls in Items (1) through (13).

15. Study by the University of Guam’s Water

and Environmental Research Institute on

the environmental effects of changes to

Southern Tumon Bay’s drainage system.

Construction on Phase II shall begin upon

DPW’s receipt of the Study’s preliminary

report, or February 28, 2002, whichever is

sooner. $ 300,000

16. To the extent that any of the bond

proceeds are not required for the projects

listed in Items (1) through (13) of Exhibit

B, the Department of Public Works may

transfer funds between projects, even if

projects are not complete, as long as the

following conditions are met:

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a. in the case of funds allocated for

Guam Waterworks Authority infrastructure

projects, the department receives

concurrence from the Guam Waterworks

Authority within sixty (60) days from

notification from DPW of the proposed

transfer; the fund transfer shall be deemed

approved by GWA if GWA fails to

disapprove of the transfer within the sixty

(60) day period; and

b. utility upgrades, including creation

of underground power systems and

improvements to drainage, water and sewage

systems, are to be given priority at all times

over beautification projects; and

c. the department notifies I Liheslaturan

Guåhan [Guam Legislature] of the proposed

transfers prior to any actual transfer of funds.

Such transfers are considered approved, unless a

formal objection to the transfer is made by the

Speaker within ten (10) working days of the

notification.

17. The sum not to exceed Four Million Two

Hundred Thousand Dollars ($4,200,000.00) of the

unused balance for roadway repairs and resurfacing

of Pale San Vitores Road, and for upgrades and

repairs to the Tumon Area infrastructure.

Total $52,900,000