Guam § 5 - Credit Facility.

§ 5. Credit Facility.

The Trustee hereby agrees to hold each Credit Facility for the

benefit of the Holders of the related Series of Bonds.

[Appropriate claim/payment provisions to come from Credit

Provider]

The Government hereby authorizes and directs the Trustee to

surrender any Credit Facility to the applicable Credit Provider on

the date of termination thereof as provided in such Credit Facility

or in the related Credit Agreement, to surrender any Credit Facility

to the applicable Credit Provider upon receipt of a substitute for

such Credit Facility pursuant hereto and to the Credit Agreement,

and, upon the appointment and qualification of a successor

Trustee, to surrender Credit Facilities to the respective Credit

Providers upon delivery of substitute Credit Facilities by the

respective Credit Providers to such successor Trustee pursuant to

the provisions of the Credit Agreements. Neither surrender of any

Credit Facility by the Trustee nor confirmation in writing of

receipt thereof by the applicable Credit Provider shall be deemed

to be a condition precedent to any termination of such Credit

Facility.

Before the effective date of any substitute Credit Facility, the

Trustee shall send written notice by first class mail to each of the

registered owners of Bonds of the related Series, at their addresses

appearing on the bond registration books of the Registrar, stating

the identity of the provider of such Credit Facility and the effective

date and stated termination date thereof.

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ARTICLE VI

PARTICULAR COVENANTS