Approval of Guam Waterworks Authority Commercial Paper Program; Refunding Bonds

(a)I Liheslaturan Guåhan, pursuant to § 50103 of Chapter 50, Title 12, Guam Code Annotated, hereby approves the terms and conditions of a borrower or financing program referred to as Commercial Paper

(CP)to be issued by GWA. From time to time, the CP may be issued in one

(1)or more series or issues, together with any related reimbursement obligations; provided, that the issuance, terms, and conditions of the CP, the indenture, trust agreement and/or issuing and paying agent agreement pursuant to which the CP is to be issued, and any reimbursement agreement, dealer agreement and/or issuing and paying agreement shall have been approved by the Guam Public Utilities Commission and the Guam Consolidated Commission on Utilities; and further provided, that such CP may be issued in the principal amount from time to time necessary to provide interim financing for projects identified in GWA’s Capital Improvement Program, to fund GWA’s required operating account and operating reserve account balances, to pay CH. 14 GUAM WATERWORKS AUTHORITY operating expenses incurred by GWA, and to pay expenses incurred in connection with the issuance of such CP but not to exceed an aggregate principal outstanding amount at any time of Three Hundred Sixty Million Dollars ($360,000,000), and provided, that such CP shall have a final maturity not later than two hundred seventy

(270)days after its date of issuance, shall bear interest at such rate or rates and be sold for such price or prices in such parameters as may be approved by the Guam Public Utilities Commission and the Guam Consolidated Commission on Utilities, and shall have such other terms and conditions as are consistent with the requirements and limitations provided in this Section; provided, however, that the principal of and interest on CP may be paid with “rolling” CP from time to time; and, provided further, however, that the CP shall bear interest at such interest rates that are necessary for the applicable dealer(s) of the CP to issue or roll the CP, as applicable, at then current applicable market conditions.

(b)Approval of Guam Waterworks Authority Refunding Bonds to Refinance Commercial Paper. I Liheslaturan Guåhan, pursuant to § 50103 of Chapter 50, Title 12, Guam Code Annotated, hereby approves the issuance and sale of fixed rate revenue bonds in one or more series or issues from time to time to refinance outstanding CP issued pursuant to this Section; provided, that the issuance, terms and conditions of the refinancing bonds shall have been approved by the Guam Public Utilities Commission and the Guam Consolidated Commission on Utilities, and that the sale of the bonds shall be approved by the Board of Directors of GEDA; and further provided that such refinancing bonds shall have a principal amount sufficient to provide funds for the payment of all CP to be refinanced thereby (the “prior CP”) and in addition for the payment of all expenses incident to the calling, retiring or paying of such prior CP and the issuance of such refinancing bonds, including:

(1)the difference in amount between the par value of the refinancing bonds and any amount less than par for which the refinancing bonds are sold;

(2)any amount necessary to be made available for the payment of interest upon such refinancing bonds from the date of sale thereof to the date of payment of the prior CP or to the date upon which the prior CP will be paid pursuant to the call thereof or agreement with the holders thereof;

(3)the premium, if any, necessary to be paid in order to call or retire the prior CP and the interest accruing thereon to the date of the call or retirement; and

(4)any additional amount needed to provide for a deposit to the debt service reserve in connection with the issuance of the refinancing bonds; and further provided that such refinancing bonds shall be issued in compliance with the provisions of Chapter 14 of Title 12, Guam Code Annotated, and further provided that all obligation of the Authority to pay debt service on, and the redemption price of, the prior CP shall be discharged concurrently with the issuance of the refinancing bonds.