Guam § 9 - Amendments Permitted.

§ 9. Amendments Permitted.

(A) This Indenture and the rights and obligations of the

Government and of the Holders of the Bonds and of the Trustee

may be modified or amended at any time by a Supplemental

Indenture which shall become effective when the written consents

of each Credit Provider and the Holders of sixty percent (60%) in

aggregate principal amount of the Bonds then Outstanding shall

have been filed with the Trustee; provided that (1) if such

modification or amendment will, by its terms, not take effect so

long as any Bonds of any particular maturity or Series remain

Outstanding, the consent of the Holders of Bonds of such maturity

or Series and the Credit Provider of such Series, if any, shall not

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be required and such Bonds shall not be deemed to be Outstanding

for the purpose of any calculation of Outstanding Bonds under this

Section, (2) the consent of the Credit Provider of the 1997 Series

A Bonds shall be deemed to be the consent of sixty percent (60%)

of the 1.997 Series A Bondholders, and (3) if so provided by the

applicable Supplemental Indenture, the consent of the Credit

Provider for a Series of Bonds shall be deemed to be the consent

of the holders of sixty percent in principal amount of the Bonds

Outstanding of such Series. No such modification or amendment

shall (1) extend the fixed maturity of any Bond, or reduce the

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

reduce the amount of any Mandatory Sinking Account Payment

provided herein for the payment of any Bond, or extend the time

of payment of any interest on any Bond, or reduce the rate of

interest thereon, without the consent of the Holder of each Bond

so affected, or (2) reduce the aforesaid percentage of Bonds the

consent of the Holders of which is required to effect any such

modification or amendment, or permit the creation of any lien on

the Revenues and other assets pledged under this Indenture prior

to or on a parity with the lien created by this Indenture, or deprive

the Holders of the Bonds of the lien created by this Indenture upon

such Revenues and other assets (except as expressly provided in

this Indenture), without the consent of the Holders of all of the

Bonds then Outstanding.

(B) This Indenture and the rights and obligations of the

Government and of the Holders of the Bonds may also be

modified or amended at any time by a Supplemental Indenture,

which shah become effective upon execution (or such later date as

may be specified in such Supplemental Indenture), without the

consent of any Bondholders, but only to the extent permitted by

law and only for any one or more of the following purposes:

(1) to add to the covenants and agreements of the

Government in this Indenture contained other covenants and

agreements thereafter to be observed, to pledge or assign

additional security for the Bonds, or to surrender any right or

power herein reserved to or conferred upon the Government,

provided, that no such covenant, agreement, pledge,

assignment or surrender shall materially adversely affect the

interests of the Holders of the Bonds;

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(2) to make such provisions for the purpose of curing

any ambiguity, inconsistency or omission, or of curing or

correcting any defective provision, contained in this

Indenture, or in regard to matters or questions arising under

this Indenture, as the Government may deem necessary or

desirable and not inconsistent with this indenture, and which

shall not materially adversely affect the interests of the

Holders of the Bonds;

(3) to modify, amend or supplement this Indenture in

such manner as to permit the qualification hereof under the

Trust indenture Act of 1939. as amended, or any similar

federal statute hereafter in effect, and to add such other terms,

conditions and provisions as may be permitted by said act or

similar federal statute, and which shall not materially

adversely affect the interests of the Holders of the Bonds; or

(4) to provide for the issuance of an additional Series of

Bonds, and to provide the terms and conditions under which

such Bonds may be issued, subject to and in accordance with

the provisions of Article III.