Governing Law

The rights and duties of the parties to this Indenture shall be governed by the laws of Guam, provided, however, that the administration of the trusts imposed upon the Trustee by the Indenture and the rights and duties of the Trustee hereunder shall be governed by, and construed in accordance with the laws of the jurisdiction in which the Trustee has its Principal Office. IN WITNESS WHEREOF, the GOVERNMENT OF GUAM has caused this Indenture to be signed in its name by its duly authorized officers under its seal; and [TRUSTEE], in token of its acceptance of the trusts created hereunder, has caused this indenture to be signed on its corporate name by one of its authorized officers and its corporate seal to be hereunto affixed, all as of the day and year first above written. GOVERNMENT of GUAM By _____________________ Governor [SEAL] By _____________________ Director of Administration COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS [TRUSTEE], as Trustee [CORPORATE SEAL] By _____________________ Title: The undersigned, [DEPOSITARY], hereby accepts and agrees to perform the duties and obligations of Depositary under this Indenture. [DEPOSITARY] By ______________________ Title: [CORPORATE SEAL] The undersigned, [REGISTRAR], hereby accepts and agrees to perform the duties and obligations of Registrar under this Indenture. [REGISTRAR], as Registrar By ______________________ Title: [CORPORATE SEAL] COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS EXHIBIT A [FORM OF BOND] No. _____ $ _______ GOVERNMENT OF GUAM LIMITED OBLIGATION INFRASTRUCTURE IMPROVEMENT BOND 1997 SERIES A INTEREST RATE DATED DATE MATURITY DATE CUSIP Registered Holder Principal Sum: Dollars The GOVERNMENT OF GUAM, duly organized and existing under and by virtue of the laws of the United States of America (herein called the ‘Government’), for value received, hereby promises to pay (but only out of the Revenues and other assets pledged therefor as hereinafter mentioned) to the registered holder identified above or registered assigns, on the maturity date specified above (subject to any right of prior redemption hereinafter mentioned), the principal sum specified above in lawful money of the United States of America; and to pay interest thereon, in like lawful money and solely from said Revenues and assets, from the interest payment date next preceding the date of registration of this Band (unless this Bond is registered as of a day during the period from the fourteenth day next preceding any interest payment date to such interest payment date, inclusive, in which event it shall bear interest from such interest payment date, or unless this Bond is registered on or before_______, in which event it shall bear interest from ________) until payment of such principal sum shall be discharged as provided in the indenture hereinafter mentioned, at the interest rate specified above per annum, payable semiannually on __________ and ___________ COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS in each year, commencing ___________, 1990. The principal (or redemption price) hereof is payable upon surrender hereof at the principal corporate trust office of [Trustee] (herein called the ‘Trustee’) in _____, ________, and the interest hereon is payable by check or draft mailed to the person in whose name this Bond or any predecessor Band is registered at the close of business on the fifteenth day immediately preceding an interest payment date, at such person’s address as it appears on the bond registration books of the Registrar. The Bonds are limited obligations of the Government and are not a lien or charge upon the funds or property of the Government, except to the extent of the pledge and assignment hereinafter described. Neither the faith and credit of the Government nor the faith and credit of the United States of America or any political subdivision thereof is pledged to the payment of the principal of or interest on the Bonds. This Bond is one of a duly authorized issue of bonds of the Government designated as the ‘Government of Guam Limited Obligation Infrastructure Improvement Bonds’ (herein called the ‘Bonds’), unlimited in aggregate principal amount, except as otherwise provided in the laws of the United States of America and the Government of Guam and in the Indenture hereinafter mentioned, which issue of Bonds consists or may consist of one or more series of varying dates, maturities, interest rates, and redemption and other provisions, all issued or to be issued pursuant to Section ____ of Tide 5 of the Guam Code Annotated, as amended, and that certain Indenture, dated as of _________, 1997, by and between the Government and the Trustee (herein called the Indentures). This Bond is also one of a duly authorized series of Bonds additionally designated “______ Series _______” (herein called the “_____ Series ____ Bonds”), in the aggregate principal amount of _________________________________ Dollars ($_____________), all issued under the provisions of the Indenture. The Bonds are issued for the purpose of providing moneys for the implementation of certain capital improvement projects. Reference is hereby made to the Indenture (a copy of which is on file at said office of the Trustee) and all indentures supplemental thereto for a description of the rights thereunder of the registered owners of the Bonds, of the nature and extent of the security and provisions for COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS payment of the Bonds, of the rights, duties and immunities of the Trustee and other fiduciaries and of the rights and obligations of the Government thereunder, to all the provisions of which Indenture the registered owner of this Bond, by acceptance hereof, assents and agrees. The Bonds and the interest thereon (to the extent set forth in the Indenture) are payable from Revenues (as that term is defined in the Indenture) and other assets pledged as provided in the Indenture, and are secured by a pledge of said Revenues (except to the extent of the Rebate Requirement referred to in the Indenture), the proceeds of the sale of the Bands and amounts held in the funds and accounts established pursuant to the Indenture, subject only to provisions of the Indenture permitting the application thereof for or to the purposes and on the terms and conditions set forth in the Indenture. The ________ Series ________ Bonds maturing after______, ______ are subject to redemption prior to their respective stared maturities, at the option of the Government, from any source of available funds, on any date on or after _________, __________, as a whole, or in part by such maturity or maturities as may be specified by the Government (and by lot within a maturity), at the Redemption Prices (expressed as percentages of principal amount) set forth in the table below plus interest accrued thereon to the date fixed for redemption: Redemption Dates Redemption Prices ______, _______ to and including ______, _______ _______ % ______, _______ to and including ______, _______ _______ % ______, _______ to and including ______, _______ _______ % ______, _______ to and including ______, _______ _______ % _______, _______ and thereafter 100 % The _____Series _____ Bonds maturing on _________, and the Series Bonds maturing on ________, respectively, are also subject to redemption prior to their stated maturities, in part in lots of $5,000 principal, from Mandatory Sinking Account Payments COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS established for each such maturity as provided in the Indenture, on any _________ on or after _________, or _________, respectively, at the principal amount thereof plus interest accrued thereon to the date fixed for redemption, without premium. Notice of any redemption, identifying the Bonds or portions thereof to be redeemed, shall be given by the Trustee not less than 30 nor more than 60 days before the date fixed for redemption by mail to each of the registered owners of Bonds designated for redemption at their addresses appearing on the bond registration books of the Registrar on the date the Bonds to be redeemed are selected. Receipt of such notice by such registered owners shall not be a condition precedent to such redemption. If this Bond is called for redemption and payment is duly provided Hereford as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. If an Event of Default (as that term is defined in the Indenture) shall occur, the principal of all Bonds (and the interest accrued thereon) may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture. The Indenture provides that in certain events such a declaration and its consequences may be rescinded by the registered owners of not less than a majority in aggregate principal amount of the Bonds then outstanding. The _______ Series ____ Bonds are issuable only in fully registered form in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, this Bond may be exchanged, at the office of [Registrar], as Registrar, in _____ _____, for a new fully registered Bond or Bonds, of the same series, maturity and tenor and of any authorized denomination or denominations and for the aggregate principal amount of this Band then remaining outstanding. This Bond is transferable by the registered owner hereof, in person or by its attorney duly authorized in writing, at said office of the Registrar, but only in the manner, subject to the limitations and upon payment of the charges, if any, provided in the COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new registered Bond or Bonds, of the same series, maturity and tenor and of any authorized denomination or denominations and for the same aggregate principal amount of this Bond then remaining outstanding, will be issued to the transferee in exchange Hereford. The Registrar shall not be required to register the transfer of this Bond during the five days next preceding any date established by the Trustee for the selection of Bonds for redemption or at any time after selection of this Bond for redemption. The Government, the Trustee and the may treat the registered owner hereof as the absolute owner hereof for all purposes, and neither the Government, the Trustee nor the Registrar shall be affected by any notice to the contrary. The Indenture and the rights and obligations of the Government, the registered owners of the Bonds, the Trustee, the Registrar and other fiduciaries may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture, provided that no such modification or amendment shall

(i)extend the fixed maturity of this Bond, or reduce the amount of principal hereof, or extend the time of payment or reduce the amount of any Mandatory Sinking Account Payment provided in the Indenture for the payment of this Band, or extend the time of payment of any interest on this Band or reduce the rate of interest hereon, without the consent of the registered owner hereof, or

(ii)reduce the percentage of the principal amount of Bonds the consent of the registered owners of which is required to effect any such modification or amendment, permit the creation of any lien on the Revenues and other assets pledged as security for the Bonds (including additional Bands hereafter issued) prior to or on a parity with the lien created by the Indenture or deprive the registered owners of the Bands of the lien of the Indenture (except as expressly provided in the indenture), without the consent of the registered owners of all Bonds then outstanding, all as more fully set forth in the Indenture. This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS certificate of authentication and registration hereon endorsed shall have been dated and signed by the Registrar. It is hereby certified and recited that any and all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond exist, have happened and have been performed in due time, form and manner as required by the laws of the United States of America and the Government of Guam, and that the amount of this Bond, together with all other indebtedness of the Government, does not exceed any limit prescribed by such laws, and is not in excess of the amount of Bands permitted to be issued under the Indenture. IN WITNESS WHEREOF, The GOVERNMENT OF GUAM has caused this Bond to be executed in its name and on its behalf by the facsimile signature of the Governor of Guam and the Director of Administration of the Government of Guam and its seal to be reproduced hereon by facsimile, all as of the Dated Daze specified above. GOVERNMENT OF GUAM By ______________________ Governor

(SEAL)By ______________________ Director of Administration COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS [FORM OF] REGISTRAR’S CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds described in the within mentioned Indenture, which has been registered as of ______________ [REGISTRAR], as Registrar By ______________________ Authorized Officer COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS [STATEMENT OF INSURANCE] [FORM OF] ASSIGNMENT The following abbreviations, when used in the inscription on the face of the within Band and in the assignment below, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -__ Custodian___

(Cut)(Minor) under Uniform Gifts to Minors Act ___________________ (State) Additional abbreviations may also be used though not in the above list. For value received the undersigned do(es) hereby sell, assign and transfer unto __________ the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the books of the Registrar with ft power of substitution in the premises. Dated: ______ ___________________________ NOTICE: The signature on this Assignment must correspond with the name as it appears on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: Social Security Number, Taxpayer Identification Number or other Identifying Number of Assignment COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS ____________________ Notice: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Note: ________________________ Transfer fees must be paid to the Registrar in order to transfer or exchange this bond as provided in the within-mentioned Indenture. COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS Exhibit B COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS Sheet 1 Exhibit B Projects Project Amount Tumon Fafai Reversion Project 1. For the relocation of force main sewage or distribution and transmission water lines that are encroaching on private property along Happy Landing Road. $1,100,000 2. For the design and construction of the Tumon Pump Station and Force main $3,600,000 3. For the refurbishment of the Northern District Sewage Treatment Plant $1,800,000 4. For the refurbishment of the Agana Sewage Treatment Plant $2,000,000 Oka Point Collector System Project 5. For the design and construction of the Oka Point collector lines $2,000,000 Tumon Water Lines 6. For design and construction of waterlines $4,200,000 Tumon Water Sources 7. For drilling and construction and a study to evaluate the northern water system. $5,800,000 Tumon Bay Beautification 8. Streets & Sidewalks for medians, crosswalks & intersections, beach access, sidewalks & curbs, Street furniture for benches, trash containers, signage, shelters, street lights & traffic lighting, enhancements for Gov. Flores and Matapang Beach Parks. $7,200,000 9. Landscaping for medians, road edge strips, & entry points from San Vitores Blvd. to beach access. $3,900,000 COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS 10. Services undergrounding for ocean side power lines & cables, clutter, removal of guy wires, & signage consolidations $4,500,000 11. Design & management fees for design development, construction documentation, permitting, & construction management $1,600,000 12. Allowances for roadway repairs & restoration resurfacing of San Vitores Blvd. off-site infrastructure work directly related to the Tumon area infrastructure. $5,000,000 13. Construction of the San Vitores Substation & transmission lines by the Guam Power Authority in the Tumon Bay area Total $5,900,000 14. Funds to cover shortfalls in Items

(1)through

(13)($4,000,000). Any sum that is surplus from any of the projects, and any additional funds generated from the interest of this funding source, shall also be used to cover shortfalls in Items

(1)through (13). 15. Study by the University of Guam’s Water and Environmental Research Institute on the environmental effects of changes to Southern Tumon Bay’s drainage system. Construction on Phase II shall begin upon DPW’s receipt of the Study’s preliminary report, or February 28, 2002, whichever is sooner. 16. To the extent that any of the bond proceeds are not required for the projects listed in Items

(1)through

(13)of Exhibit B, the Department of Public Works may transfer funds between projects, even if projects are not complete, as long as the following conditions are met: COL4/6/2022 $ 300,000 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS a. in the case of funds allocated for Guam Waterworks Authority infrastructure projects, the department receives concurrence from the Guam Waterworks Authority within sixty

(60)days from notification from DPW of the proposed transfer; the fund transfer shall be deemed approved by GWA if GWA fails to disapprove of the transfer within the sixty

(60)day period; and b. utility upgrades, including creation of underground power systems and improvements to drainage, water and sewage systems, are to be given priority at all times over beautification projects; and c. the department notifies I Liheslaturan Guåhan [Guam Legislature] of the proposed transfers prior to any actual transfer of funds. Such transfers are considered approved, unless a formal objection to the transfer is made by the Speaker within ten

(10)working days of the notification. 17. The sum not to exceed Four Million Two Hundred Thousand Dollars ($4,200,000.00) of the unused balance for roadway repairs and resurfacing of Pale San Vitores Road, and for upgrades and repairs to the Tumon Area infrastructure. Total $52,900,000