Guam § 11 - Governing Law.

§ 11. Governing Law.

THIS INDENTURE, made and entered into as of,

____________, 1997, by and among the GOVERNMENT OF

GUAM, duly organized and existing under and by virtue of the

laws of the United States of America (the Government), and

[TRUSTEE], a [_______] banking [corporation] duly organized

and existing under and by virtue of the laws of the

______________ having a corporate trust office in _________,

_________, and being qualified to accept and administer the trusts

hereby created and to do business within Guam (the ‘Trustee’),

and accepted by [DEPOSITARY), a [________] banking

[corporation] organized under the laws of the _______________,

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and authorized to do business within Guam (the ‘Depositary’ ),

and [REGISTRAR], a [national] banking [association] organized

under the laws of the [United States of America] (the ‘Registrar’),

WITNESSETH:

WHEREAS, pursuant to Section_____ of Title 5, Guam

Code Annotated, as amended (the ‘Act’ ), the Legislature of Guam

has authorized the Governor of Guam to borrow money in an

amount not to exceed $ _____ for the purpose of implementing

certain infrastructure improvement projects and for the purpose of

refunding and repaying certain prior obligations of the

Government incurred to finance infrastructure improvement

projects;

WHEREAS, the Guam Economic Development Authority

has approved the issuance and sale of said bonds as provided by

12 Guam Code Annotated § 2103(k);

WHEREAS, all acts, conditions and things required by the

laws of the United States of America and the government of Guam

to exist, to have happened and to have been performed precedent

to and in connection with the issuance of said bonds exist, have

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

and manner as required by law, and the Government is now duly

authorized and empowered, pursuant to each and every

requirement of law, to issue said bonds for the purpose, in the

manner and upon the terms herein provided; and

WHEREAS, said bonds are to be issued hereunder in the

aggregate principal amount of

________________________________ Dollars ($______) for

such purpose and are to be designated as the ‘Government of

Guam Limited Obligation Infrastructure Improvement Bonds,

1997 Series A’;

NOW, THEREFORE, THIS INDENTURE WITNESSETH,

that in order to secure the payment of the principal of, and the

premium, if any, and interest on, all Bonds at any time issued and

outstanding under THIS Indenture, according to their tenor, and

to secure the performance and observance of all the covenants and

conditions therein and herein set forth, and to declare the terms

and conditions upon and subject to which the Bonds are to be

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issued and received, and in consideration of the premises and of

the mutual covenants herein contained and of the purchase and

acceptance of the Bonds by the holders thereof, and for other

valuable considerations, the receipt whereof is hereby

acknowledged, the Government does hereby covenant and agree

with the Trustee for the benefit of the respective holders from time

to time of the Bonds, as follows:

ARTICLE I

DEFINITIONS; CERTIFICATES