Approval of Guam Waterworks Authority WIFIA, USDA and Commercial Bank Loans

(a)I Liheslaturan Guåhan, pursuant to § 50103 of Chapter 50, Title 12, Guam Code Annotated, hereby authorizes the Guam Waterworks Authority

(GWA)to obtain financial assistance from the United States Environmental Protection Agency, an agency of the United States of America, acting by and through the Administrator of the Environmental Protection Agency, with an address at 1200 Pennsylvania Avenue NW, Washington, D.C. 20460 (the “WIFIA Credit Provider”), under the Water Infrastructure Finance and Innovation Act, as amended by Section 1445 of the Fixing America’s Surface Transportation Act of 2015, as further amended by Section 5008 of the Water Infrastructure Improvements For the Nation Act of 2016 and by Section 4201 of America’s Water Infrastructure Act of 2018 (collectively, as the same may be amended from time to time, the “WIFIA Act”), which is codified as 33 U.S.C. §§ 3901-3914, in one

(1)or CH. 14 GUAM WATERWORKS AUTHORITY more series or issues of loans; provided, that the issuance, terms and conditions of the debt, the indenture or loan agreement (in either event, a “WIFIA Credit Agreement”) pursuant to which the loans are to be issued, and any shall have been approved by the Guam Public Utilities Commission; and further provided, that such loans may be obtained in the principal amount necessary to fund any eligible GWA project costs under the WIFIA Act including, but not limited to, financing capital improvement projects referenced in GWA’s master plan or other studies contemplating additional capital improvement projects from time to time, but not to exceed an aggregate principal amount of Four Hundred Million Dollars ($400,000,000). Such loans shall each have a final maturity not later than thirty-five

(35)years after the first draw date applicable to such loan or loans, shall bear interest at such rate or rates and be sold for such price or prices as may be approved by the Guam Public Utilities Commission. In addition, any such indebtedness may be incurred subject and subordinate or parity to any contractual obligation of the Authority to the holders of any bonds and the principal thereof and interest thereon may be repaid:

(1)from revenues; or

(2)if incurred for a purpose for which bonds may be issued, from revenues or from the proceeds of sale of bonds, but may be on a parity with other subordinate obligations.

(b)I Liheslaturan Guåhan, pursuant to § 50103 of Chapter 50, Title 12, Guam Code Annotated, hereby authorizes GWA to issue bond anticipation notes to be issued in anticipation of the issuance of the loans referenced in Subsection

(a)hereof and of the receipt of the proceeds of issuance thereof, for the purposes for which such loans have been authorized. The maximum principal amount of the notes shall not exceed an aggregate principal amount of Five Hundred Sixty Million Dollars ($560,000,000) and, provided that the issuance, terms and conditions of the bond anticipation notes shall have been approved by the Guam Public Utilities Commission and the Guam Consolidated Commission on Utilities, that the sale of the bonds shall be approved by the Board of Directors of GEDA. The authorization, issuance, and details of the notes shall be governed by this Chapter with respect to bonds insofar as the same may be applicable, provided that:

(1)each note, together with all renewals and extensions thereof, or refundings thereof by other notes issued under this Section, shall mature within five

(5)years from the date of the original note; and

(2)each note shall be secured proceeds from draws from the loan or loans referenced in Subsection

(a)hereof.

(c)In the alternative to or in connection with the WIFIA loan referenced herein, the I Liheslaturan Guåhan, pursuant to § 50103 of Chapter 50, Title 12, Guam Code Annotated, hereby authorizes GWA to obtain financial assistance from the United States Department of Agriculture (USDA), from time to time through loan programs offered by the USDA, including, but not limited to, through its Rural Utility, Rural Development and its Community Facilities Programs, in one

(1)or more series or issues of loans; provided, that the issuance, terms and conditions of the debt, the indenture or loan agreement (in either event, a “USDA Credit Agreement”) pursuant to which the loans are to be issued, and any shall have been approved by the Guam Public Utilities Commission, and further provided, that such loans may be obtained in the principal amount necessary to fund any eligible GWA project costs authorized by the USDA including, but not limited to, financing capital improvement projects referenced in GWA’s master plan or other studies contemplating additional capital improvement projects from time to time, but not to exceed an aggregate principal amount of Four Hundred Million Dollars ($400,000,000). Such loans shall each have a final maturity not later than thirty-five

(35)years after the first draw date applicable to such loan or loans, shall bear interest at such rate or rates, and be sold for such price or prices as may be approved by the Guam Public Utilities Commission. In addition, any such indebtedness may be incurred subject and subordinate CH. 14 GUAM WATERWORKS AUTHORITY or parity to any contractual obligation of the Authority to the holders of any bonds and the principal thereof and interest thereon may be repaid:

(1)from revenues; or

(2)if incurred for a purpose for which bonds may be issued, from revenues or from the proceeds of sale of bonds, but may be on a parity with other subordinate obligations.

(d)In the alternative to or in connection with the WIFIA loan referenced herein, the I Liheslaturan Guåhan, pursuant to § 50103 of Chapter 50, Title 12, Guam Code Annotated, hereby authorizes GWA to obtain financial assistance from commercial banks operating in Guam, in one

(1)or more series or issues of loans; provided, that the issuance, terms and conditions of the debt, the indenture or loan agreement (in either event, a “Credit Agreement”) pursuant to which the loans are to be issued, and any shall have been approved by the Guam Public Utilities Commission, and further provided, that such loans may be obtained in the principal amount necessary to fund any eligible GWA project costs, including, but not limited to, financing capital improvement projects referenced in GWA’s master plan or other studies contemplating additional capital improvement projects from time to time, but not to exceed an aggregate principal amount of Four Hundred Million Dollars ($400,000,000). Such loans shall each have a final maturity not later than thirty-five

(35)years after the first draw date applicable to such loan or loans, and shall bear interest not exceeding seven percent (7%) per annum. In addition, any such indebtedness may be incurred subject and subordinate or parity to any contractual obligation of the Authority to the holders of any bonds and the principal thereof and interest thereon may be repaid:

(1)from revenues; or

(2)if incurred for a purpose for which bonds may be issued, from revenues or from the proceeds of sale of bonds, but may be on a parity with other subordinate obligations.