Authorization of One (1) or More Series of Hotel Occupancy Tax Revenue Bonds

(a)I Liheslaturan Guåhan, pursuant to 12 GCA § 50103(k), hereby authorizes I Maga’hågan/Maga’låhen Guåhan to issue one

(1)or more additional series of tax-exempt and/or taxable Government of Guam Hotel Occupancy Tax Revenue Bonds, as provided in this Section, in an aggregate principal amount not to exceed Seventy-five Million Dollars ($75,000,000) for the following purposes:

(1)to refund all or a portion of the outstanding Government of Guam Hotel Occupancy Tax Revenue Bonds, Series 2011A (the 2011A Bonds);

(2)to fund a deposit to a debt service reserve fund; and

(3)to pay expenses relating to the authorization, sale, and issuance of the bonds, including without limitation, printing costs, costs of reproducing documents, credit enhancement fees, underwriting, legal, feasibility, financial advisory and accounting fees and charges, fees paid to banks or other financial institutions providing credit enhancement, costs of credit ratings and other costs, or charges and fees in connection with the issuance, sale and delivery of the bonds, subject to the following additional conditions:

(1)The terms and conditions of the bonds shall be as determined by I Maga’hågan/Maga’låhen Guåhan by the execution of a certificate or indenture authorizing the issuance of the bonds, prior to the issuance of the bonds, and shall be issued under the master indenture pursuant to which the 2011A Bonds were issued (including any amendments thereto); provided, however, that such terms and conditions shall be consistent with this Section; that the bonds shall have a final maturity not later than the final maturity of the 2011A Bonds; and that the present value of debt service on the bonds issued to refund the 2011A Bonds shall be at least two percent (2%) less than the present value of debt service on the bonds being refunded or refinanced, inclusive of all fees for bond counsel and bond underwriters and other costs of issuance.

(2)The proceeds from such bonds shall be used and are hereby appropriated

(A)to refund all or a portion of the 2011A Bonds; CH. 1 OFFICE OF I MAGA’HÅGA/MAGA’LÅHI [THE GOVERNOR]

(B)to fund a deposit to a debt service reserve fund; and

(C)to pay expenses relating to the authorization, sale, and issuance of the bonds including, without limitation, printing costs, costs of reproducing documents, credit enhancement fees, underwriting, legal, feasibility, financial advisory and accounting fees and charges, fees paid to banks or other financial institutions providing credit enhancement, costs of credit ratings and other costs, or charges and fees in connection with the issuance, sale, and delivery of the bonds.

(3)No bonds authorized by this Section shall be sold until the Board of Directors of Guam Economic Development Authority has approved the sale by resolution, as provided by Chapter 50 of Title 12, Guam Code Annotated.

(4)The issuance of bonds pursuant to this Section shall not be subject to the approval of the voters of Guam.

(b)All bonds issued pursuant to 5 GCA §§ 1515 and 1515.1, as may be amended from time to time, as well as any bonds (Hotel Occupancy Tax Bonds) issued pursuant to that certain indenture, dated as of April 1, 2011, by and among the government of Guam, the Bank of Guam, as trustee, and the U.S. Bank National Association, as co-trustee, as amended or supplemented from time to time in accordance with its terms (the Hotel Occupancy Tax Bond Indenture) shall be secured by a statutory lien on all revenues derived by the government of Guam from taxes imposed by 11 GCA § 30101, as may be amended from time to time (Hotel Occupancy Tax Revenues). This lien shall arise automatically without the need for any action or authorization by I Maga’hågan/Maga’låhen Guåhan, the government of Guam, or any other person or entity. Such lien shall be valid and binding from the time such Hotel Occupancy Tax Bonds are issued. The Hotel Occupancy Tax Revenues shall immediately be subject to such lien, and the lien shall automatically attach to the Hotel Occupancy Tax Revenues and be effective, binding, and enforceable against I Maga’hågan/Maga’låhen Guåhan, the government of Guam, their successors, assignees, and creditors, and all others asserting rights therein, irrespective of whether those parties have notice of the lien and without the need for any physical delivery, recordation, filing, or further act. Hotel Occupancy Tax Revenues that are not required to make payments on the Hotel Occupancy Tax Bonds shall automatically, and without the need for any further action, be released from such lien and shall be available for appropriation for any other lawful purpose of the government. The statutory lien described in this Subsection shall not be subject to Division 9 of Title 13, Guam Code Annotated, or any successor statute. The Hotel Occupancy Tax Revenues received by the government of Guam or by any trustee, depository, or custodian shall be deposited in accordance with the provisions of the applicable indenture.

(c)In addition to the statutory lien provided for in this Subsection, all or any part of the Hotel Occupancy Tax Revenues may be pledged, if and to the extent determined by I Maga’hågan/Maga’låhen Guåhan, to secure the payment of any Hotel Occupancy Tax Bonds. Any such pledge shall be valid and binding against all parties in accordance with its terms and have priority against all parties in accordance with its terms from the time the pledge is made, and property so pledged shall immediately be subject to the lien of the pledge without the need for physical delivery, recordation, filing, or other further act. The pledge shall not be subject to Division 9 of Title 13, Guam Code Annotated, or any successor statute. The indenture by which such pledge is created need not be recorded. All Hotel Occupancy Tax Revenue so pledged is hereby appropriated for the purpose for which it has been pledged. Indebtedness issued by the government pursuant to this Article and that is payable from Hotel Occupancy Tax Revenue may not be issued in an amount that would cause a violation of the debt limitation provisions of Section 11 of the Organic Act of Guam.