Series 2007-1 Indenture Supplement



 Exhibit 10.5 
 Execution Version 
 SERIES 2007-1 INDENTURE SUPPLEMENT 

among 
 NATIONAL
COMMERCIAL BANK JAMAICA LIMITED 
 JAMAICA DIVERSIFIED PAYMENT RIGHTS COMPANY 

and 
 THE BANK OF
NEW YORK, 
 as Indenture Trustee 
 Dated as of July 20, 2007 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
		
	 ARTICLE I.            DEFINITIONS
	  	 	1	  
			
	 SECTION 1.1
	  	 Defined Terms
	  	 	1	  
			
	 SECTION 1.2
	  	 Rules of Construction
	  	 	8	  
		
	 ARTICLE II.          ISSUANCE OF THE SERIES 2007-1
NOTES
	  	 	8	  
			
	 SECTION 2.1
	  	 Creation and Designation
	  	 	8	  
			
	 SECTION 2.2
	  	 Execution and Authentication of Notes
	  	 	9	  
			
	 SECTION 2.3
	  	 Initial Form of Notes
	  	 	10	  
			
	 SECTION 2.4
	  	 Notices to Depositary
	  	 	11	  
			
	 SECTION 2.5
	  	 Restrictions on Transfer of Global Notes
	  	 	11	  
			
	 SECTION 2.6
	  	 Restrictive Legends
	  	 	14	  
			
	 SECTION 2.7
	  	 Issuance of Definitive Notes
	  	 	18	  
			
	 SECTION 2.8
	  	 Persons Deemed Owners
	  	 	18	  
			
	 SECTION 2.9
	  	 Conditions to Issuance of Additional Series
	  	 	18	  
			
	 SECTION 2.10
	  	 Representations, Warranties and Covenants of the SPC
	  	 	19	  
			
	 SECTION 2.11
	  	 ERISA Representations of Investors
	  	 	20	  
		
	 ARTICLE III.         APPLICATION OF FUNDS
	  	 	20	  
			
	 SECTION 3.1
	  	 Series 2007-1 Series Account
	  	 	20	  
			
	 SECTION 3.2
	  	 Method of Distribution
	  	 	21	  
			
	 SECTION 3.3
	  	 Coverage Reserve Account
	  	 	21	  
			
	 SECTION 3.4
	  	 Securities Account
	  	 	21	  
			
	 SECTION 3.5
	  	 Use of Proceeds
	  	 	22	  
		
	 ARTICLE IV.         NOTEHOLDERS’ LISTS AND REPORTS BY THE
SPC
	  	 	22	  
			
	 SECTION 4.1
	  	 Access to Register
	  	 	22	  
			
	 SECTION 4.2
	  	 Reports by the SPC
	  	 	22	  
		
	 ARTICLE V.          MISCELLANEOUS
	  	 	22	  
			
	 SECTION 5.1
	  	 Successors and Assigns
	  	 	22	  
			
	 SECTION 5.2
	  	 Governing Law
	  	 	22	  
			
	 SECTION 5.3
	  	 No Waiver; Cumulative Remedies
	  	 	22	  
			
	 SECTION 5.4
	  	 Modification of Agreement
	  	 	23	  
			
	 SECTION 5.5
	  	 Severability
	  	 	23	  
			
	 SECTION 5.6
	  	 Notices
	  	 	23	  


  
 -i-










 TABLE OF CONTENTS 

(continued) 
  


							
	 	  	 	  	Page	 
			
	 SECTION 5.7
	  	 Counterparts
	  	 	23	  
			
	 SECTION 5.8
	  	 Entire Agreement
	  	 	23	  
			
	 SECTION 5.9
	  	 Submission to Jurisdiction; Waivers
	  	 	23	  
			
	 SECTION 5.10
	  	 Waivers of Jury Trial
	  	 	24	  
			
	 SECTION 5.11
	  	 Headings and Table of Contents
	  	 	24	  
			
	 SECTION 5.12
	  	 Use of English Language
	  	 	25	  
			
	 SECTION 5.13
	  	 Termination
	  	 	25	  
			
	 SECTION 5.14
	  	 Limited Recourse
	  	 	25	  
			
	 SECTION 5.15
	  	 Third-Party Beneficiary
	  	 	25	  
			
	 SECTION 5.16
	  	 Ratification of Indenture
	  	 	25	  


  
 -ii-









 EXHIBITS 
  

			
	Exhibit A	  	Form of Series 2007-1 Note
	Exhibit B	  	Form of Certificate for Exchange or Transfer from Rule 144A Note to Temporary Regulation S Note
	Exhibit C	  	Form of Certificate for Exchange or Transfer from Rule 144A Note to Permanent Regulation S Note
	Exhibit D	  	Form of Certificate for Exchange or Transfer from Temporary Regulation S Note to Rule 144A Note








 SERIES 2007-1 INDENTURE SUPPLEMENT, dated as of July 20, 2007 (this “Indenture
Supplement”), among NATIONAL COMMERCIAL BANK JAMAICA LIMITED, a commercial bank organized and existing under the laws of Jamaica (the “Bank”), JAMAICA DIVERSIFIED PAYMENT RIGHTS COMPANY, an exempted limited liability
company incorporated under the laws of the Cayman Islands (the “SPC”), and THE BANK OF NEW YORK, a New York banking corporation, as indenture trustee and collateral agent under the Indenture (in such capacity, the “Indenture
Trustee”). 
 W I T N E S S E T H: 
 WHEREAS, the Indenture Trustee has entered into the Indenture referred to below and accepted the trust established thereunder for the exclusive benefit of the Secured Parties; 

WHEREAS, Section 2.2(a) of the Indenture provides that the SPC may issue from time to time one or more Notes (or Series of Notes);

 WHEREAS, the issuance of an Additional Series is subject to the conditions set forth in Section 2.2(b) of the Indenture
and Section 2.9 of the Series 2006-1 Indenture Supplement, dated as of March 22, 2006, among the Bank, the SPC and the Indenture Trustee; 
 WHEREAS, Section 2.2(b)(ii) of the Indenture provides that the Principal Terms of any new Note (or Series of Notes) are to be set forth in a supplement to the Indenture executed by the Indenture
Trustee, the Bank and the SPC; 
 WHEREAS, the Indenture Trustee and the SPC desire to enter into this Indenture Supplement
pursuant to which a Series of Notes will be issued in accordance with the Indenture; and 
 WHEREAS, such Series of Notes will
be sold in the United States pursuant to and in reliance upon the private placement provisions of (including Rule 144A under) the United States Securities Act of 1933, as amended (the “Securities Act”), and in sales outside the
United States in reliance upon Regulation S under the Securities Act. 
 NOW, THEREFORE, in consideration of the mutual
agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I. 
 DEFINITIONS 

SECTION 1.1 Defined Terms. Terms defined in the Indenture and not otherwise defined herein shall have the meanings ascribed to
them in (including by reference in) the Indenture, and the following terms, as used herein, shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): 

“Applicable Procedures” shall have the meaning specified in Section 2.5(b). 







 “Benefit Plan” shall mean (i) an “employee benefit plan” (as
defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) a “plan” as described in Section 4975(e)(1) of the Code, or (iii) an entity whose underlying assets include “plan assets” of any of
the foregoing by reason of an employee benefit plan’s or other plan’s investment in such entity. 

“Calculation Agent” shall have the meaning specified in Section 2.1(i). 

“Clearstream, Luxembourg” shall mean Clearstream Banking, société anonyme, a corporation existing
under the laws of the Grand Duchy of Luxembourg. 
 “Controlling Party” shall mean the Indenture Trustee,
acting at the specific written direction of Series 2007-1 Noteholders holding more than 50% of the Series Balance of the Series 2007-1 Notes. 
 “Definitive Notes” shall have the meaning specified in Section 2.3(a). 
 “Designated Court” shall have the meaning specified in Section 5.9(b). 
 “Distribution Compliance Period” shall mean the period commencing on the later of (a) the day that the Series 2007-1 Notes are first offered to Persons other than
“distributors” (as defined in Rule 902 of the Securities Act) in reliance upon Regulation S of the Securities Act and (b) the Issuance Date of the Series 2007-1 Notes, and ending on the 40th day after such date (or such later or earlier date as is required or
permitted from time to time due to amendments to the Securities Act and the regulations thereunder after the date hereof). 

“DTC” shall mean The Depository Trust Company, a New York corporation. 

“Early Amortization Event” shall mean the occurrence of any of the following events: 

(a) subject to the Bank’s rights to cause the Coverage Reserve Account to be funded as set forth in Section 4.5
of the Indenture, any of the Series 2007-1 Debt Service Ratios shall be below its respective Series 2007-1 Trigger Level on any date of determination; 
 (b) the SPC shall have failed to make any payment, monetary transfer or deposit required to be made by it under the Transaction Documents and, except with respect to payments of principal or interest or
any payments due on the Expected Final Payment Date (for which no grace period applies), such failure shall have continued unremedied for at least three New York Business Days after the date such payment, monetary transfer or deposit is due (it
being understood that any draws made from the Coverage Reserve Account for the purpose of making a payment on the Series 2007-1 Notes shall constitute such a failure by the SPC); 

(c) any of the Transaction Documents (other than the Acknowledgments) that relate to the Series 2007-1 Notes shall fail to
be in full force and effect, or either the Bank or the SPC shall so claim; 

  
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 (d) during any Quarterly Period, any Designated Depositary Bank shall
set-off a claim against the Bank, the SPC, the Indenture Trustee or any Affiliate of any such Person against DDB Collections that, when aggregated with the amount of all other unremedied set-off claims against such person, shall exceed 5% of the
total DDB Collections for such Quarterly Period and such set-off claim shall remain unremedied for at least five Business Days following the earlier of (i) an Authorized Officer of the Bank obtaining Actual Knowledge thereof and (ii) the
date on which the Bank is notified thereof by the Indenture Trustee or any other Trustee; 
 (e) any Designated
Depositary Bank shall fail to make any payment in respect of the Purchased Diversified Payment Rights in accordance with the applicable Acknowledgment or as directed by the Indenture Trustee in accordance with such Acknowledgment and (i) the
aggregate amount of such outstanding payments at any time shall exceed US$1,000,000 (excluding disputed amounts, if any), and (ii) such failure shall have continued unremedied for at least five Business Days following the date of such failure;

 (f) an Early Amortization Period is declared to have commenced for any Additional Series of Notes; 

(g) the occurrence of a Default (unless such Early Amortization Event is waived by the Controlling Party); 

(h) for any one Quarterly Period, less than 70% of Collections received during such period shall have been deposited into
the Concentration Accounts at Designated Depositary Banks that are parties to Enforceable Acknowledgments (without consideration of Collections deposited into a Concentration Account by the Servicer pursuant to Section 2.2(a) of the Servicing
Agreement); 
 (i) for each of two consecutive Quarterly Periods: (i) the amount of DDB Collections is less
than 70% of such flows for the comparable period in the prior year, and (ii) the Quarterly Debt Service Ratio for each such Quarterly Period is less than 12:1x, and 

(j) for each of two consecutive Quarterly Periods: (i) collections on Purchased Diversified Payment Rights
denominated in currencies other than Dollars shall exceed 35% of the total collections with respect to all Purchased Diversified Payment Rights during such Quarterly Period; provided that for the purposes of this determination,
“Purchased Diversified Payment Rights” shall be determined as if they were not limited to Dollars, and (ii) the Debt Service Ratio for each such Quarterly Period is less than 12:1x. 

“ERISA” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended. 

“Euroclear” shall mean Euroclear Bank S.A./N.V., as operator of the Euroclear System. 

  
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 “Expected Final Payment Date” shall mean June 15, 2015. 

“Global Notes” shall mean the Series 2007-1 Notes that are in global form (such as the Restricted Notes, the Temporary
Regulation S Notes and the Permanent Regulation S Notes), transfers of beneficial interests in which shall be made through book entries by DTC as described in Section 2.3. For example, if there occurs a condition whereupon book-entry
registration and transfer of the Global Notes are no longer permitted and Definitive Notes are to be issued to the Note Owners holding interests in the Global Notes, then such Series 2007-1 Notes shall no longer be Global Notes. 

“Indenture” shall mean the Indenture, dated as of March 22, 2006, between the SPC and the Indenture Trustee, as the
same may be amended, supplemented or otherwise modified from time to time. 
 “Indenture Supplement” shall have
the meaning specified in the preamble hereto. 
 “Indenture Trustee” shall have the meaning specified in the
preamble hereto. 
 “Initial Series Balance” shall have the meaning specified in Section 2.1(b).

 “Interest-Only Period” shall mean the period from and including the Issuance Date to but excluding the
earliest of (a) the June 2008 Payment Date, (b) the first Payment Date of the Early Amortization Period for the Series 2007-1 Notes and (c) the date that the SPC redeems all or a portion of the Series 2007-1 Notes pursuant to
Section 5.1 or 5.2 of the Indenture. 
 “Interest Rate” shall mean the rate of 0.75% per annum
above LIBOR during the Interest-Only Period and the rate of 1.575% per annum above LIBOR thereafter; provided that (a) the Interest Rate for the first Interest Period will be the rate of 0.75% per annum above
LIBOR determined as of the LIBOR Determination Date immediately prior to the Issuance Date, (b) with respect to each Interest Period commencing after the Expected Final Payment Date, the Interest Rate for the Series 2007-1 Notes will be an
additional 2.00% per annum above the then current rate, and (c) with respect to each Interest Period commencing after either Moody’s or Fitch lowers its then current rating of the Series 2007-1 Notes to below “Baa3”
or “BBB-” respectively, the Interest Rate for the Series 2007-1 Notes will be an additional 0.50% per annum above the then current rate until such time as the Series 2007-1 Notes are rated at or above “BBB-” by Fitch
and “Baa3” by Moody’s (at which time the Interest Rate for the Series 2007-1 Notes will decrease by 0.50% per annum). 
 “Issuance Date” shall mean the date hereof. 

“LIBOR” shall mean, with respect to any Interest Period, the posted rate for 90-day deposits in U.S. Dollars, rounded to
the nearest one-one hundredth of one percent, that appears on page LIBOR01 of the Reuters Monitor Money Rates Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices) at
approximately 11:00 a.m. (London time) on the LIBOR Determination Date. If such reference is not available, then the Calculation Agent shall request each Reference Bank to provide a quotation of its rate for 90-day U.S. Dollar-denominated
deposits to commence on the first day 

  
 4 








 
of that Interest Period and in an amount that is representative for a single transaction in that market at approximately 11:00 a.m. (London time) on the LIBOR Determination Date. If at least two
such quotations are provided, LIBOR shall mean the arithmetic mean, rounded to the nearest one-one hundredth of one percent, of such quotations. If LIBOR cannot be determined by either of the foregoing methods, then LIBOR for such Interest Period
shall be LIBOR as in effect during the previous Interest Period. 
 “LIBOR Determination Date” shall mean, with
respect to any Interest Period, the second London Business Day immediately preceding the day on which such Interest Period commences. 
 “London Business Day” shall mean any day on which commercial banks in London, England are open for business (including currency exchange and foreign currency deposits). 

“Make-Whole Premium” shall mean, with respect to any optional redemption of the Series 2007-1 Notes, the present value
of the remaining scheduled payments of interest on the Series 2007-1 Notes (assuming LIBOR through maturity would remain constant as of the Redemption Date), exclusive of accrued but unpaid interest to the Redemption Date, discounted to the
Redemption Date on a bond-equivalent yield basis (using the same interest rate convention as that used in computing interest on the Notes) and at a rate per annum equal to LIBOR as of the Redemption Date plus 40 basis points, plus accrued and
unpaid interest thereon to the Redemption Date. 
 “Originally Scheduled Payment Date”
shall mean the 15th day of each March, June, September and
December and the Expected Final Payment Date. 
 “Participants” shall have the meaning specified in
Section 2.3(b). 
 “Permanent Regulation S Note” shall have the meaning specified in
Section 2.3(c). 
 “Pro Forma Debt Service Ratio” shall mean, on any date of determination, the ratio of:
(a) the average quarterly amount of DDB Collections during the four (4) Quarterly Periods immediately preceding (or ending on) such date excluding DDB Collections from banks that are not as of such date still Designated Depositary Banks
(or, if such date is before the completion of four (4) Quarterly Periods after the Closing Date, the average quarterly amount of the DDB Collections for each Quarterly Period after the Closing Date) to (b) the Maximum Quarterly Debt
Service (calculated, with respect to consideration of the issuance of a Series of Senior Notes, as if no Subordinated Note existed) scheduled to be paid on any Payment Date after such date of determination. 

  
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 “Quarterly Amortization Amount” shall mean, with respect to the Series
2007-1 Notes and the Payment Dates set forth below, a quarterly principal amortization amount equal to: 
  

							
	             Payment Dates	  	Quarterly Amortization
Amount
(US$)	 
	 June
	  	 2008
	  	 	1,724,138	  
	 September
	  	 2008
	  	 	1,724,138	  
	 December
	  	 2008
	  	 	1,724,138	  
	 March
	  	 2009
	  	 	1,724,138	  
	 June
	  	 2009
	  	 	1,724,138	  
	 September
	  	 2009
	  	 	1,724,138	  
	 December
	  	 2009
	  	 	1,724,138	  
	 March
	  	 2010
	  	 	1,724,138	  
	 June
	  	 2010
	  	 	1,724,138	  
	 September
	  	 2010
	  	 	1,724,138	  
	 December
	  	 2010
	  	 	1,724,138	  
	 March
	  	 2011
	  	 	1,724,138	  
	 June
	  	 2011
	  	 	1,724,138	  
	 September
	  	 2011
	  	 	1,724,138	  
	 December
	  	 2011
	  	 	1,724,138	  
	 March
	  	 2012
	  	 	1,724,138	  
	 June
	  	 2012
	  	 	1,724,138	  
	 September
	  	 2012
	  	 	1,724,138	  
	 December
	  	 2012
	  	 	1,724,138	  
	 March
	  	 2013
	  	 	1,724,138	  
	 June
	  	 2013
	  	 	1,724,138	  
	 September
	  	 2013
	  	 	1,724,138	  
	 December
	  	 2013
	  	 	1,724,138	  
	 March
	  	 2014
	  	 	1,724,138	  
	 June
	  	 2014
	  	 	1,724,138	  
	 September
	  	 2014
	  	 	1,724,138	  
	 December
	  	 2014
	  	 	1,724,138	  
	 March
	  	 2014
	  	 	1,724,138	  
	 June
	  	 2015
	  	 	1,724,138	  

 “Quarterly Interest” shall, with respect to the Series 2007-1 Notes and each Payment
Date, be equal to the sum of: 
 (a) the product of (i) the Interest Rate, (ii) the Series Balance of
the Series 2007-1 Notes as of the preceding Payment Date (after giving effect to all distributions on such preceding Payment Date) (or, in the case of the first Payment Date, the Initial Series Balance thereof) and (iii) the actual number of
days in the related Interest Period divided by 360; 
 (b) the amount of any interest accrued pursuant to
clause (a) but not distributed on any prior Payment Date in respect of the Series 2007-1 Notes; and 
 (c)
the Series 2007-1 Capitalized Interest. 
 “Rating Agencies” shall mean Fitch and Moody’s. 

  
 6 








 “Reference Banks” shall mean four major banks in the London interbank
market selected by the Servicer before 11:00 a.m. (London time) on the applicable LIBOR Determination Date. 
 “Required
Series Amount” shall mean, with respect to each Payment Date, the amount necessary to make each of the payments under Section 3.1(a) through (e). 
 “Restricted Notes” shall mean the Rule 144A Notes and all other Series 2007-1 Notes evidencing the obligations, or any portion of the obligations, initially evidenced by such
Rule 144A Notes, other than notes transferred or exchanged upon certification as provided in Section 2.5(b) or (c). 

“Rule 144A Note” shall have the meaning specified in Section 2.3(d). 

“Securities Act” shall have the meaning specified in the recitals to this Indenture Supplement. 

“Series 2007-1 Capitalized Interest” shall mean, to the extent permitted by Applicable Law, the product of (a) the
Interest Rate, (b) the amount of any Quarterly Interest accrued pursuant to clause (a) of the definition of “Quarterly Interest” but not distributed on any prior Payment Date in respect of the Series 2007-1 Notes and (c) the
actual number of days in the related Interest Period divided by 360. 
 “Series 2007-1 Debt Service
Ratios” shall mean, collectively, the Series 2007-1 Quarterly Debt Service Ratio and the Series 2007-1 Monthly Debt Service Ratio. The Series 2007-1 Debt Service Ratios shall be the “Debt Service Ratios” relating to the
Series 2007-1 Notes described in the Indenture. 
 “Series 2007-1 Monthly Debt Service Ratio” shall mean, on
any date of determination, the ratio of (A) the aggregate DDB Collections during the calendar month preceding (or ending on) such date to (B) one-third of the aggregate Maximum Quarterly Debt Service scheduled to be paid for all Series of
Senior Notes on any Payment Date after such date. 
 “Series 2007-1 Monthly Trigger Level” shall mean, on any
date of determination 8.0:1x. 
 “Series 2007-1 Note Owner” shall mean a holder of a beneficial interest in a
Series 2007-1 Note. 
 “Series 2007-1 Noteholder” shall mean a Noteholder holding a Series 2007-1 Note.

 “Series 2007-1 Notes” shall have the meaning specified in Section 2.1(a). 

“Series 2007-1 Quarterly Debt Service Ratio” shall mean, on any date of determination, the ratio of (A) the
aggregate DDB Collections over the Quarterly Period preceding (or ending on) such date to (B) the aggregate Maximum Quarterly Debt Service scheduled to be paid for all Senior Notes on any Payment Date after such date. 

  
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 “Series 2007-1 Quarterly Trigger Level” shall mean, 10.0:1x. 

“Series 2007-1 Series Account” shall mean the Dollar-denominated segregated non-interest bearing account (as of the
Issuance Date, held at The Bank of New York, ABA No. 021 000 018; account #264245, ref: Jamaica Diversified Payment Rights Company (Series 2007-1 Series Account)), which account is an Eligible Account held by and in the name of the Indenture
Trustee and over which the Indenture Trustee shall have sole and exclusive dominion and control and sole and exclusive right of withdrawal. The Series 2007-1 Series Account shall be the “Series Account” described in the Indenture relating
to the Series 2007-1 Notes. 
 “Series 2007-1 Trigger Levels” shall mean, collectively, the Series 2007-1
Quarterly Trigger Level and the Series 2007-1 Monthly Trigger Level. The Series 2007-1 Trigger Levels shall be the “Trigger Levels” relating to the Series 2007-1 Notes described in the Indenture. 

“SPC” shall have the meaning specified in the preamble hereto. 

“Temporary Regulation S Note” shall have the meaning specified in Section 2.3(c). 

“Unrestricted Note” shall mean any Series 2007-1 Note (including a Permanent Regulation S Note) other than a
Temporary Regulation S Note or a Restricted Note. 
 SECTION 1.2 Rules of Construction. (a) Words of the
masculine, feminine or neuter gender shall be deemed and construed to include correlative words of the other genders. 
 (b)
References herein to specific Persons include their legal successors (or their successors fulfilling the function specified herein) and permitted assigns, and references herein to specific laws, agreements and contracts include references to such
laws, agreements and contracts as amended, supplemented or otherwise modified from time to time, to the extent herein and therein permitted. 
 (c) References herein to Sections, subsections, Articles and Exhibits are to this Indenture Supplement, unless otherwise specified, and references to “hereof,” “herein” or
“hereto” are to this Indenture as a whole and not any particular Section hereof. 
 (d) The word “including”
(and words of similar effect) shall not be exclusive and shall mean “including (without limitation).” 
 ARTICLE II.

 ISSUANCE OF THE SERIES 2007-1 NOTES 
 SECTION 2.1 Creation and Designation. (a) There is hereby created a Series of Notes to be issued under the Indenture pursuant to this Indenture Supplement and to be known as the “Series
2007-1 Floating Rate Notes Due 2015” (the “Series 2007-1 Notes”). The Series 2007-1 Notes shall be issued in fully registered form, without interest coupons, with such applicable legends as are set forth in Section 2.6 and
with such omissions, variations and insertions as are permitted by this Indenture Supplement. Each Series 2007-1 Note shall be 

  
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substantially in the form attached hereto as Exhibit A. The Series 2007-1 Notes may have such letters, numbers or other marks of identification and such legends or endorsements
printed or typewritten thereon as may be required to comply with any Applicable Law or to conform to general usage. 
 (b) The
aggregate principal amount of the Series 2007-1 Notes that may be authenticated and delivered under this Indenture Supplement is US$50,000,000 (the “Initial Series Balance”). All Series 2007-1 Notes shall be issued to the applicable
Noteholders on the Issuance Date, except Series 2007-1 Notes issued in connection with the transfer, exchange or replacement of existing Series 2007-1 Notes as provided in this Article. 

(c) Subject to the terms of the Indenture and this Indenture Supplement, no principal with respect to the Series 2007-1 Notes is
scheduled to be paid during the Interest-Only Period. So long as the Early Amortization Period with respect to the Series 2007-1 Notes shall not exist, on each Payment Date during the Controlled Amortization Period principal shall be payable in
respect of the Series 2007-1 Notes in an amount equal to the Quarterly Amortization Amount corresponding to such Payment Date. On each Payment Date during the Early Amortization Period with respect to the Series 2007-1 Notes, principal shall be
payable in the amount specified in Section 3.1. Once repaid, the Series 2007-1 Notes (or portions thereof) may not be reissued hereunder. 
 (d) The final distribution of principal, interest and Additional Amounts (if any) is expected to be made on the Expected Final Payment Date. 

(e) Interest payable with respect to the Series 2007-1 Notes shall be payable in arrears on each Payment Date, commencing on the
September 15, 2007 Payment Date, in an amount equal to the Quarterly Interest corresponding to such Payment Date. 
 (f) If
any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, then the terms and provisions of this Indenture Supplement shall govern with respect to the Series 2007-1 Notes.

 (g) The Series 2007-1 Notes shall be issued in minimum authorized denominations of US$100,000 and integral multiples of
US$1,000 in excess thereof. 
 (h) Each Series 2007-1 Note represents the right to receive pro rata payments of interest,
principal and Additional Amounts (if any) with respect to the Series 2007-1 Notes. The Make-Whole Premium with respect to the Series 2007-1 Notes will only be payable pursuant to an optional redemption of the Series 2007-1 Notes by the Bank.

 (i) The calculation of Quarterly Interest with respect to the Series 2007-1 Notes shall be determined by the Calculation
Agent. The SPC hereby appoints the Indenture Trustee to act as the initial calculation agent for the Series 2007-1 Notes, and in such capacity shall be referred to herein as the “Calculation Agent.” 

SECTION 2.2 Execution and Authentication of Notes. Upon the written order of the SPC, and delivery by the SPC of sufficient
executed Series 2007-1 Notes, the Indenture Trustee shall duly authenticate and deliver Series 2007-1 Notes in authorized denominations equaling in the aggregate the Initial Series Balance. 

  
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 SECTION 2.3 Initial Form of Notes. (a) The Series 2007-1 Notes issued pursuant
to Rule 144A or Regulation S under the Securities Act, upon original issuance, shall be issued in the form of a typewritten or printed Global Note registered in the name of DTC or its nominee and no Investor investing in such Series 2007-1
Notes shall receive a definitive note representing such Investor’s interest in the Series 2007-1 Notes except to the extent that definitive, fully registered Series 2007-1 Notes (the “Definitive Notes”) have been issued to such
Note Owners in accordance with Section 2.7. Unless and until Definitive Notes are so issued in exchange for such Global Notes, DTC will make book-entry transfers among its Participants and receive and transmit distributions of principal and
interest on such Global Notes to its Participants. 
 (b) Neither any members of, nor participants in, DTC (the
“Participants”) nor any other Persons on whose behalf Participants may act (including Euroclear and Clearstream, Luxembourg, and accountholders and participants therein) shall have any rights under this Indenture Supplement with
respect to any Global Note, and DTC or its nominee, as the case may be, may be treated by the Bank, the SPC, the Indenture Trustee and any agent thereof as the absolute owner and holder of such Global Note for all purposes whatsoever. Unless and
until Definitive Notes are issued in exchange for such Global Notes pursuant to Section 2.7 (i) the Bank, the SPC, the Indenture Trustee and any agent thereof may deal with DTC and its nominee for all purposes (including the making of
distributions on the Global Notes) as the authorized representatives of Note Owners holding beneficial interests in such Global Notes and (ii) the rights of such Note Owners shall be exercised only through DTC and its nominee (or indirectly
through Participants) and shall be limited to those established by Applicable Law and agreements between such Note Owners and DTC and such nominee (or between Note Owners and Participants). Notwithstanding the foregoing, nothing herein shall prevent
the Bank, the SPC or the Indenture Trustee from giving effect to any written certification, proxy or other authorization furnished by the DTC or such nominee or impair, as between DTC, the Participants and any other Persons on whose behalf a
Participant may act, the operation of the customary practices of such Persons governing the exercise of the rights of a Series 2007-1 Noteholder. 
 (c) The Series 2007-1 Notes offered and sold in reliance upon Regulation S under the Securities Act shall be issued in the form of a single, temporary Global Note in fully registered form, without
interest coupons, registered in the name of DTC or its nominee and deposited with the Indenture Trustee, as custodian of DTC, for credit to the respective accounts at DTC of Euroclear and Clearstream, Luxembourg. Until such time as the Distribution
Compliance Period shall have terminated, a Series 2007-1 Note offered and sold in reliance upon Regulation S under the Securities Act shall be referred to herein collectively as a “Temporary Regulation S Note.” After the
expiration of the Distribution Compliance Period, Note Owners may transfer their beneficial interests in the Temporary Regulation S Note for beneficial interests in an unrestricted note that shall be issued in the form of a single, permanent
Global Note in fully registered form without interest coupons (the “Permanent Regulation S Note”) upon certification that such Note Owner is not a “U.S. Person” within the meaning of Rule 902 of the Securities
Act or upon certification that such Note Owner is a U.S. Person who purchased its interest in a transaction that did not require registration under the Securities Act. The aggregate principal 


  
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balance of the Temporary Regulation S Note or the Permanent Regulation S Note may from time to time be increased or decreased by adjustments made on the records of the Indenture
Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate principal balance of the Rule 144A Note, as provided in Section 2.5. 

(d) The Series 2007-1 Notes offered and sold in their initial distribution in reliance upon Rule 144A under the Securities Act shall
be issued in the form of a single, permanent Global Note in fully registered form, without interest coupons, registered in the name of DTC or its nominee and deposited with the Indenture Trustee, as custodian of DTC (the “Rule 144A
Note”). The aggregate principal balance of the Rule 144A Note may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee, as custodian for DTC, in connection with a corresponding
decrease or increase in the aggregate principal balance of the Temporary Regulation S Note or the Permanent Regulation S Note, as provided in Section 2.5. 
 (e) The Indenture Trustee shall have no responsibility or obligation to any Note Owner that is a member of (or a participant in) DTC or any other Person with respect to the accuracy of the records of DTC
(or its nominee) or of any participant or member thereof, with respect to any ownership interest in the Series 2007-1 Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery
of any Series 2007-1 Notes (or other security or property) under or with respect to the Series 2007-1 Notes. The Indenture Trustee may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members,
participants and any beneficial owners. 
 SECTION 2.4 Notices to Depositary. Whenever notice or other communication to
the Series 2007-1 Noteholders is required under the Indenture or this Indenture Supplement, the SPC and the Indenture Trustee (subject to Sections 2.9 and 10.7 of the Indenture) shall be required to give all such notices and communications
specified herein only to DTC (or its nominee) and other Series 2007-1 Noteholders. 
 SECTION 2.5 Restrictions on Transfer of
Global Notes. Notwithstanding any other provisions hereof to the contrary: 
 (a) Except as provided in
Section 2.7, a Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, and no such transfer to any such other Person may be registered; it being understood that this paragraph shall not
prohibit any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions of this Section. Any transfer of a Global Note (or beneficial interests therein) shall be in the authorized denominations set forth in
Section 2.1(g). 
 (b) If the owner of a beneficial interest in the Rule 144A Note wishes at any time
to exchange its beneficial interest therein for a beneficial interest in the Temporary Regulation S Note, or to transfer such beneficial interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the
Temporary Regulation S Note, then such exchange or transfer may be effected, subject to the applicable rules and procedures of DTC, Euroclear and Clearstream, Luxembourg (the 

  
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“Applicable Procedures”), only in accordance with this paragraph. Upon delivery of an interest in the Rule 144A Note to the DTC account of the Indenture Trustee and receipt
by the Indenture Trustee at the Corporate Trust Office of (i) written instructions given in accordance with the Applicable Procedures from a Participant directing the Indenture Trustee to credit or cause to be credited to a specified
Participant’s account a beneficial interest in the Temporary Regulation S Note, in a principal balance amount equal to that of the beneficial interest in the Rule 144A Note to be so exchanged or transferred, (ii) a written order
given in accordance with the Applicable Procedures containing information regarding the account of the Participant (and the Euroclear or Clearstream, Luxembourg account, as the case may be) to be credited with, and the account of the Participant to
be debited for, such beneficial interest, and (iii) an executed certificate in substantially the form set forth in Exhibit B given by the holder of such beneficial interest in the Rule 144A Note, the Indenture Trustee shall
reduce the balance of the Rule 144A Note, increase the balance of the Temporary Regulation S Note, by the amount of the beneficial interest in the Rule 144A Note so exchanged or transferred, and credit or cause to be credited to the
account of the Person specified in such instructions (which shall be the Participant for Euroclear or Clearstream, Luxembourg or both, as the case may be) a beneficial interest in the Temporary Regulation S Note having a principal balance equal
to the amount by which the principal balance of the Rule 144A Note was reduced upon such exchange or transfer. 
 (c) If the owner of a beneficial interest in the Rule 144A Note wishes at any time to exchange its beneficial interest therein for a beneficial interest in the Permanent Regulation S Note, or to
transfer such beneficial interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Permanent Regulation S Note, then such exchange or transfer may be effected, subject to the Applicable Procedures,
only in accordance with this paragraph. Upon delivery of an interest in the Rule 144A Note to the DTC account of the Indenture Trustee and receipt by the Indenture Trustee at its Corporate Trust Office of (i) written instructions given in
accordance with the Applicable Procedures from a Participant directing the Indenture Trustee to credit or cause to be credited to a specified Participant’s account a beneficial interest in the Permanent Regulation S Note in a principal
balance equal to that of the beneficial interest in the Rule 144A Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the
Participant (and the Euroclear or Clearstream, Luxembourg account, as the case may be) to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (iii) an executed certificate in substantially the
form of Exhibit C given by the holder of such beneficial interest in the Rule 144A Note, the Indenture Trustee shall reduce the balance of the Rule 144A Note, increase the balance of the Permanent Regulation S Note, by the
amount of the beneficial interest in the Rule 144A Note so exchanged or transferred, and credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Participant for Euroclear or Clearstream,
Luxembourg or both, as the case may be) a beneficial interest in the Permanent Regulation S Note having a principal balance equal to the amount by which the principal balance of the Rule 144A Note was reduced upon such exchange or
transfer. 

  
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 (d) If the owner of a beneficial interest in the Temporary Regulation S
Note or the Permanent Regulation S Note wishes at any time to exchange its beneficial interest therein for a beneficial interest in the Rule 144A Note, or to transfer such beneficial interest to a Person who wishes to take delivery thereof
in the form of a beneficial interest in the Rule 144A Note, then such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with this paragraph. Upon delivery of an interest in the Temporary
Regulation S Note or the Permanent Regulation S Note to the DTC account of the Indenture Trustee and receipt by the Indenture Trustee at its Corporate Trust Office of (i) written instructions given in accordance with the Applicable
Procedures from a Participant directing the Indenture Trustee to credit or cause to be credited to a specified Participant’s account a beneficial interest in the Rule 144A Note in a principal balance equal to that of the beneficial
interest in the Temporary Regulation S Note or the Permanent Regulation S Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information
regarding the account of the Participant (and the Euroclear or Clearstream, Luxembourg account, as the case may be) to be debited with, and the account of the Participant to be credited for, such beneficial interest, and (iii) with respect to a
transfer of a beneficial interest in the Temporary Regulation S Note (but not the Permanent Regulation S Note), an executed certificate in substantially the form set forth in Exhibit D given by the holder of such beneficial
interest in the Temporary Regulation S Note, the Indenture Trustee shall reduce the balance of the Temporary Regulation S Note or Permanent Regulation S Note, as the case may be, increase the balance of the Rule 144A Note, by the
principal balance of the beneficial interest in the Temporary Regulation S Note or the Permanent Regulation S Note so exchanged or transferred, and credit or cause to be credited to the account of the Person specified in such instructions
(which shall be the Participant for DTC) a beneficial interest in the Rule 144A Note having a principal balance equal to the amount by which the principal balance of the Temporary Regulation S Note or the Permanent Regulation S Note,
as the case may be, was reduced upon such exchange or transfer. 
 (e) If a Global Note or any portion thereof
(or beneficial interest therein) is exchanged for a Definitive Note, then such Definitive Note may in turn be exchanged (upon transfer or otherwise) for Series 2007-1 Notes that are not Global Notes or for a beneficial interest in a Global Note (if
any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of subsections (a) through (d) above and subsection (f) below (including the certification requirement
intended to ensure that transfers and exchanges of beneficial interests in a Global Note comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and any Applicable Procedures, as may be adopted from time to time
by the SPC and the Indenture Trustee. 
 (f) Until the termination of the Distribution Compliance Period,
interests in the Temporary Regulation S Note may be held only through Participants acting for and on behalf of Euroclear and Clearstream, Luxembourg; provided that this paragraph shall not prohibit any transfer in accordance with
subsection (d). 

  
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 SECTION 2.6 Restrictive Legends. (a) The Series 2007-1 Notes shall bear the
following legends to the extent indicated: 
 (i) The Restricted Notes shall bear the following legend:

 THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA, JAMAICA, THE CAYMAN ISLANDS OR ANY OTHER JURISDICTION. THE HOLDER HEREOF (OR OF A BENEFICIAL INTEREST
HEREIN) BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE (OR A BENEFICIAL INTEREST HEREIN) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE (OR A BENEFICIAL INTEREST HEREIN) BEFORE THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH JAMAICA DIVERSIFIED PAYMENT RIGHTS COMPANY (THE “SPC”) OR ANY AFFILIATE THEREOF WAS THE OWNER OF THIS NOTE (OR A
BENEFICIAL INTEREST HEREIN OR ANY PREDECESSOR HERETO), ONLY: (a) TO THE SPC, (b) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE UPON RULE 144A, (d) PURSUANT TO RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT FOR OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES OR (e) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS, SUBJECT TO THE RIGHT OF THE SPC, NATIONAL COMMERCIAL BANK JAMAICA LIMITED (THE
“BANK”) AND THE BANK OF NEW YORK, AS INDENTURE TRUSTEE (THE “INDENTURE TRUSTEE”), BEFORE ANY SUCH OFFER, SALE OR OTHER TRANSFER PURSUANT TO CLAUSE (e), TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE SPC, THE BANK AND THE INDENTURE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER HEREOF AFTER THE RESALE RESTRICTION TERMINATION DATE. 

  
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 THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF
OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA,
(B) A “PLAN” AS DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON
OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A GOVERNMENTAL PLAN THAT IS SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE; OR (II) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR A BENEFICIAL INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW). 
 (ii)
The Temporary Regulation S Notes shall bear the following legend: 
 THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA, JAMAICA, THE CAYMAN ISLANDS OR ANY OTHER
JURISDICTION. UNTIL THE EXPIRATION OF THE PERIOD ENDING 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THIS NOTE (SUCH PERIOD, THE “DISTRIBUTION COMPLIANCE PERIOD”) IN CONNECTION WITH THE
OFFERING OF THIS NOTE (AND BENEFICIAL INTERESTS HEREIN) IN AND OUTSIDE OF THE UNITED STATES OF AMERICA, THE OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE (OR A BENEFICIAL INTEREST HEREIN) IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE
HOLDER HEREOF (OR OF A BENEFICIAL INTEREST HEREIN), BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE (OR A BENEFICIAL INTEREST HEREIN), ACKNOWLEDGES THAT THIS 

  
 15 









 
NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND AGREES THAT THIS NOTE (OR BENEFICIAL INTERESTS HEREIN) MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES OF AMERICA GOVERNING THE OFFER AND SALE OF SECURITIES, AND, BEFORE THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD,
ONLY: (a) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (b) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) TO A
PERSON THAT THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF SUCH RULE OR (d) TO JAMAICA DIVERSIFIED PAYMENT
RIGHTS COMPANY. 
 THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN,
SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT
INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A
“PLAN” AS DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN
EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A GOVERNMENTAL PLAN THAT IS SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF
THE CODE; OR (II) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR A BENEFICIAL INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF
A GOVERNMENTAL PLAN, A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW). 

  
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 (iii) Each Global Note shall bear the following legend: 

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE SUPPLEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE SUPPLEMENT. 
 (iv) Each Global Note with
respect to which DTC (or its nominee) is the Series 2007-1 Noteholder shall bear the following legend: 
 UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SERIES 2007-1 NOTE ISSUED UPON
REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. (OR SUCH
OTHER ENTITY), HAS AN INTEREST HEREIN. 
 (b) The required legends set forth in subsection (a) shall not be removed from
the applicable Series 2007-1 Notes except as provided herein. The legend required for a Restricted Note may be removed from such Restricted Note if there is delivered to the SPC and the Indenture Trustee such satisfactory evidence, which may include
an Opinion of Counsel, as may reasonably be required by the SPC and the Indenture Trustee that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Series 2007-1 Note will not violate
the registration requirements of the Securities Act. Upon provision of such satisfactory evidence, the Indenture Trustee, at the direction of the SPC, shall authenticate and deliver in exchange for such Note a Series 2007-1 Note (or Series 2007-1
Notes) having an equal aggregate principal balance that does not bear such legend. If such a legend required for a Series 2007-1 Note has been removed as provided above, then no other Series 2007-1 Note issued in exchange for all or any part of such
Series 2007-1 Note shall bear such legend unless the SPC has reasonable cause to believe that such other Series 2007-1 Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Indenture
Trustee to cause a legend to appear thereon. 

  
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 (c) The Indenture Trustee shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Indenture Supplement or under Applicable Law with respect to any transfer of any interest in any Series 2007-1 Note (including any transfers between or among Series 2007-1 Note
Owners) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, this Indenture Supplement, and to examine the same to determine material
compliance as to form with the express requirements hereof. 
 SECTION 2.7 Issuance of Definitive Notes. If (a) DTC
notifies the Indenture Trustee in writing that it is unwilling or is unable to continue as the depositary for a Global Note, or that it ceases to be a “clearing agency” registered under the Exchange Act, and (b) the SPC and the
Indenture Trustee are unable to locate a qualified successor depositary within 90 days of such notice, then the Indenture Trustee shall notify all applicable Series 2007-1 Noteholders of the occurrence of any such event and of the availability of
Definitive Notes to Series 2007-1 Note Owners. Upon the giving of such notice and the surrender of the Global Notes by DTC, accompanied by registration instructions, the SPC shall issue Definitive Notes (which shall be in definitive, fully
registered, non-global form without interest coupons) for the Series 2007-1 Notes. Upon issuance of Definitive Notes in accordance with this Section, the Indenture Trustee shall recognize the holders of the Definitive Notes as Series 2007-1
Noteholders hereunder. If Definitive Notes are to be issued in accordance with this Section, then the SPC shall promptly make available to the Indenture Trustee a sufficient supply of Definitive Notes. Unless counsel to the SPC and the Indenture
Trustee determines otherwise in accordance with Applicable Law and the procedures set forth in Section 2.6(b), any such Definitive Notes shall bear the appropriate no-transfer legend. 

SECTION 2.8 Persons Deemed Owners. Before due presentation of a Series 2007-1 Note for registration of transfer, the Indenture
Trustee and any Paying Agent shall treat the Person in whose name any Series 2007-1 Note is registered as the owner of such Series 2007-1 Note for the purpose of receiving distributions and for all other purposes whatsoever, and neither the
Indenture Trustee nor any Paying Agent shall be affected by any notice to the contrary. 
 SECTION 2.9 Conditions to Issuance
of Additional Series. In addition to the requirements for the issuance of Additional Series set forth in Section 2.2 of the Indenture, so long as the Series 2007-1 Notes are Outstanding, before the issuance of any Additional Series:

 (a) the Pro Forma Debt Service Ratio after giving effect to such issuance shall be no less than (i) with
respect to the issuance of an Additional Series of Senior Notes, 12.0:1x, and (ii) with respect to the issuance of an Additional Series of Subordinated Notes, 10.0:1x; 

(b) notwithstanding Section 2.2(b)(v) of the Indenture, Moody’s and Fitch shall each have notified the Indenture
Trustee in writing that the proposed issuance of the Additional Series will not result in a withdrawal or reduction of its rating of the Series 2007-1 Notes to below the greater of (i) the lower of (A) the then-current rating of the Series
2007-1 Notes and (B) the rating of the Series 2007-1 Notes at issuance and (ii) “Baa3” (with respect to Moody’s) and “BBB-” (with respect to Fitch); 

  
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 (c) the SPC shall have received a request in writing from the Bank to issue
such additional Notes; 
 (d) the expected final payment date of such additional Notes shall be later than the
Expected Final Payment Date of the Series 2007-1 Notes; and 
 (e) the weighted average remaining life of such
additional Notes shall not be less than the weighted average remaining life of the Series 2007-1 Notes 
 (in the case of each of
(a) through (e) above, as of the date of issuance of such additional Notes). 
 SECTION 2.10 Representations,
Warranties and Covenants of the SPC. In addition to the representations, warranties and covenants in the Indenture, the SPC hereby represents, warrants and covenants, as of the Issuance Date, the following: 

(a) Corporate Existence. It has been duly incorporated, is in good standing and has full power and authority, and
all governmental licenses, authorizations, consents and approvals, to execute and deliver this Indenture Supplement, the Series 2007-1 Notes and each other Transaction Document to which it is a party and to perform its obligations hereunder and
thereunder, in each case except where any failure is not reasonably likely, alone or in the aggregate, to have a Material Adverse Effect. 
 (b) Authorization; Non-Contravention. Its execution and delivery of this Indenture Supplement, the Series 2007-1 Notes and each other Transaction Document to which it is a party, and its
performance hereunder and thereunder (i) have been duly authorized by all necessary corporate action (including any necessary shareholder action), (ii) require no action by or in respect of, or filing with, any Governmental Authority,
except such as have been taken or made on or before the Issuance Date, (iii) will not contravene any Applicable Law except to the extent that the failure to comply therewith is not reasonably likely to have a Material Adverse Effect,
(iv) will not contravene or constitute a default under any Contractual Obligation, judgment, injunction, order or decree binding upon it or its properties except to the extent that any such contravention or default is not reasonably likely to
have a Material Adverse Effect and (v) except pursuant to the Transaction Documents, will not result in the creation or imposition of any Lien on any of its properties or revenues. 

(c) Enforceability. Each of this Indenture Supplement, the Series 2007-1 Notes and each other Transaction Document
to which it is a party has been duly executed and delivered by it and (with respect to any Series 2007-1 Note, upon its authentication by the Indenture Trustee) constitutes its legal, valid and binding obligation enforceable against it in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except
as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). 

  
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 (d) No Early Amortization Event or Default. There exists (i) no
Early Amortization Event or Default and (ii) no event the existence of which would be an Early Amortization Event or Default with the expiration of any applicable grace period, the delivery of notice or both. 

SECTION 2.11 ERISA Representations of Investors. Each Investor in a Series 2007-1 Note shall (by its acquisition of such Series
2007-1 Note or beneficial interests therein) be deemed to have represented to and agreed with the SPC and the Indenture Trustee that either (a) it is not, and is not acting on behalf of, (i) a Benefit Plan or (ii) a governmental plan
that is subject to applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code; or (b) the acquisition, holding or disposition of a Series 2007-1 Note (or an interest
therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code as a result of the applicability to such acquisition, holding and disposition of a class exemption issued by the U.S.
Department of Labor or the statutory exemption under Section 408(b)(17) of ERISA or Section 4975(d)(12) of the Internal Revenue Code (or, in the case of a governmental plan, a violation of any substantially similar applicable law).

 ARTICLE III. 
 APPLICATION OF FUNDS 
 SECTION 3.1 Series 2007-1 Series Account. All
amounts on deposit in the Series 2007-1 Series Account shall be allocated and/or distributed on each New York Business Day by the Indenture Trustee (based upon written information certified to it by the Servicer pursuant to Section 2.2(o) of
the Servicing Agreement including, without limitation, calculation of any Make-Whole Premium) in the following order of priority: 
 (a) first, all amounts to the extent necessary to pay all Quarterly Interest payable on the next Payment Date will be retained in the Series 2007-1 Series Account and will be paid to the Series
2007-1 Noteholders on such Payment Date; 
 (b) second, all remaining amounts to the extent necessary to
pay the Quarterly Amortization Amount scheduled to be paid on the next Payment Date (or scheduled to be paid on any previous Payment Date but that has not yet been paid) in respect of the Series 2007-1 Notes will be retained in the Series 2007-1
Series Account and paid to the Series 2007-1 Noteholders on such Payment Date; 
 (c) third, during the
Early Amortization Period with respect to the Series 2007-1 Notes, all remaining amounts will be applied to the extent necessary to pay the Series 2007-1 Noteholders any outstanding principal of the Series 2007-1 Notes; 

(d) fourth, all remaining amounts to the extent necessary to pay on the dates due to each other person (other than
the Bank, the SPC and any affiliate of either thereof) to whom any other amount (including any Other Taxes owed but not yet paid or reimbursed by the Bank, but excluding any Additional Amounts or Make-Whole Premium) under the Transaction Documents
with respect to the Series 2007-1 Notes is owed by the SPC will be paid to each such person; 

  
 20 









 (e) fifth, all remaining amounts to the extent necessary to pay any
Additional Amounts or Make-Whole Premium with respect to the Series 2007-1 Notes not yet paid by the Bank will be paid to the applicable recipient thereof on the dates due; and 

(f) sixth, on each New York Business Day, any remaining amounts will be paid to the Bank as a payment under the
Originator Note. 
 All payments to be made to the Series 2007-1 Noteholders shall be made on a pro rata basis to the
Series 2007-1 Noteholders of record as of the close of business on the most recent Record Date. 
 On each Payment Date, the
Indenture Trustee shall notify the SPC and the Bank of the amounts applied on such date pursuant to each of clauses (a) through (e) (it being understood that the Indenture Trustee may provide such information in the account
statements that it delivers to the SPC and the Bank). 
 SECTION 3.2 Method of Distribution. Distributions to each Series
2007-1 Noteholder shall be by check sent by first-class mail to the address of such Series 2007-1 Noteholder appearing on the Register as of the relevant Record Date or, upon written application to the Indenture Trustee by a Series 2007-1 Noteholder
of an original principal balance of Series 2007-1 Notes of at least US$5,000,000 not later than such Record Date, by electronic funds transfer in immediately available funds to an account maintained by such Series 2007-1 Noteholder with a bank
having electronic funds transfer capability; provided that the final distribution in respect of any Series 2007-1 Note shall be made only against surrender of such Series 2007-1 Note as provided in Section 2.6(c) of the Indenture. Unless
such designation for payment by electronic funds transfer is revoked, any such designation made by any Series 2007-1 Noteholder with respect to its Series 2007-1 Note shall remain in effect with respect to any future payments in respect of such
Series 2007-1 Note. The SPC shall pay any wiring or similar administrative charges that are imposed in connection with the remitting of any payments under the Series 2007-1 Notes (for which charges the Bank has agreed to reimburse the SPC pursuant
to Section 3.1(b) of the Servicing Agreement). 
 SECTION 3.3 Coverage Reserve Account. Notwithstanding anything
herein or in the Indenture to the contrary, the Bank may exercise its right to cure an Early Amortization Event described in clause (a) of the definition thereof so long as no Series 2007-1 Debt Service Ratio is below 1.0:1x, by electing
to fund the Coverage Reserve Account. 
 SECTION 3.4 Securities Account. The parties hereto hereby agree that, for so
long as any such account is maintained at The Bank of New York (a) the Series 2007-1 Series Account shall be a “securities account” as defined in Section 8-501 of the UCC, (b) all property credited to such account shall be
treated as “financial assets” under Article 8 of the UCC, (c) The Bank of New York is a “securities intermediary” as defined in Section 8-102 of the UCC, (d) the “securities intermediary’s
jurisdiction” within the meaning of Section 8-110(e) of the UCC is New York and (e) the Indenture Trustee will be the sole “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC). 

  
 21 









 SECTION 3.5 Use of Proceeds. The SPC shall apply the net proceeds from the sale of
the Series 2007-1 Notes to make the Additional Payment. The proceeds of the Additional Payment received by the Bank shall be used for general corporate purposes, including to finance exports and facilitate trade flows. 

ARTICLE IV. 

NOTEHOLDERS’ LISTS AND REPORTS BY THE SPC 
 SECTION 4.1 Access to Register. The Indenture Trustee shall permit each Series 2007-1 Noteholder to inspect and copy the Register and other books and records of the Indenture Trustee to the extent
relating to the Series 2007-1 Notes upon reasonable prior written notice during regular business hours of the Indenture Trustee. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of
Series 2007-1 Noteholders received by the Indenture Trustee. 
 SECTION 4.2 Reports by the SPC. The SPC covenants to
furnish to each Series 2007-1 Noteholder such data and information relating to the performance of the provisions of the Indenture and this Indenture Supplement and the business affairs and financial condition of the SPC as from time to time may be
reasonably requested by Series 2007-1 Noteholders holding more than 10% of the Series Balance of the Series 2007-1 Notes. 

ARTICLE V. 

MISCELLANEOUS 

SECTION 5.1 Successors and Assigns. This Indenture Supplement shall be binding upon and inure to the benefit of each party hereto
and their respective successors (whether by merger, consolidation or otherwise) and assigns. The SPC agrees that it will not assign all or any portion of its rights hereunder or delegate any of its obligations hereunder without (a) the prior
written consent of the Controlling Party and (b) the receipt by the Indenture Trustee from the Rating Agency of written confirmation that such assignment, transfer or delegation shall not result in the Rating Agency withdrawing or reducing its
rating on the Series 2007-1 Notes below the lower of such Series’ then-current rating and initial rating from the Rating Agency. 
 SECTION 5.2 Governing Law. THIS INDENTURE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
 SECTION 5.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party, any right, remedy, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by Applicable Law. 

  
 22 









 SECTION 5.4 Modification of Agreement. Subject to Article XI of the Indenture,
all modifications, consents, amendments or waivers of any provision of this Indenture Supplement shall be effective only if the same shall be in writing between the SPC and the Indenture Trustee (with the written consent of the Controlling Party and
the Bank) and then shall be effective only in the specific instance and for the specific purpose for which given. A copy of any such modification, consent, amendment or waiver shall be delivered by the Indenture Trustee to the Rating Agency.

 SECTION 5.5 Severability. Any provision of this Indenture Supplement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 SECTION 5.6 Notices. All notices,
instructions, directions, consents, waivers, requests and demands required under this Indenture Supplement shall comply with Section 12.9 of the Indenture. 
 SECTION 5.7 Counterparts. This Indenture Supplement may be executed on any number of separate counterparts (including by fax or electronic delivery), and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. 
 SECTION 5.8 Entire Agreement. This Indenture Supplement,
including the documents referred to herein, contains the entire understanding of the parties hereto with respect to the subject matter contained herein, and there are no promises, undertakings, representations or warranties by the parties hereto
relative to the subject matter hereof not expressly set forth or referred to herein. 
 SECTION 5.9 Submission to
Jurisdiction; Waivers. (a) Each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of (i) the United States District Court for the Southern District of New York or of any New York State court (in
either case sitting in Manhattan, New York City) and (ii) the courts of its own corporate domicile, in each case with all applicable courts of appeal therefrom, with respect to actions brought against it as a defendant, for purposes of all
legal proceedings arising out of or relating to this Indenture (including any Indenture Supplement) or the transactions contemplated hereby; provided that nothing herein shall be deemed to limit the ability of any party to this Indenture
Supplement to bring suit against any other party to this Indenture in any other permissible jurisdiction. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or
hereafter have to the laying of the venue of any such proceeding brought in such a court, any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and any objection based on place of residence or domicile.

 (b) The SPC and the Bank each irrevocably appoint CT Corporation System, with offices at the date hereof at 111 Eighth
Avenue, New York, New York 10011, as its 

  
 23 









 
authorized agent on which any and all legal process may be served in any such action, suit or proceeding brought in any United States District Court or New York State court (in either case
sitting in Manhattan, New York City) (each, a “Designated Court”). Each of the SPC and the Bank agrees that service of process in respect of it upon such agent, together with written notice of such service sent to it in the manner
provided in Section 5.6, shall be deemed to be effective service of process upon it in any such action, suit or proceeding and the Bank agrees, accepts and recognizes that it will not be able to claim or invoke under any enforcement proceeding,
either in the United Sates or in Jamaica, that any default judgment was rendered against it merely by its non-appearance in a Designated Court. Each of the SPC and the Bank agrees that the failure of such agent to give notice to it of any such
service of process shall not impair or affect the validity of such service or any judgment rendered in any action, suit or proceeding based thereon. If for any reason either such agent shall cease to be available to act as such (including by reason
of the failure of such agent to maintain an office in New York City), then each of the SPC and the Bank, as the case may be, agrees to designate a new agent in New York City on the terms and for the purposes of this Section. Nothing herein shall in
any way be deemed to limit the ability of the Bank or the SPC to serve any such legal process in any other manner permitted by Applicable Law or to obtain jurisdiction over the other party or bring actions, suits or proceedings against it in such
other jurisdictions, and in such manner, as may be permitted by Applicable Law. 
 (c) To the extent that either the Bank or the
SPC has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or execution, on the ground of sovereignty or
otherwise) with respect to itself or its property, it hereby irrevocably waives, to the fullest extent permitted by Applicable Law, such immunity in respect of its obligations hereunder. 

(d) The Bank and the SPC each irrevocably waive, to the fullest extent permitted by Applicable Law, any claim that any action or
proceeding relating in any way to this Indenture Supplement (or any Series 2007-1 Note) should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced by the Bank or the SPC relating in any way to this
Indenture Supplement (or any Series 2007-1 Note) whether or not commenced earlier. To the fullest extent permitted by Applicable Law, the Bank and the SPC shall take all measures necessary for any such action or proceeding to proceed to judgment
before the entry of judgment in any such action or proceeding commenced by the Bank or the SPC, respectively. 
 SECTION 5.10
Waivers of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS INDENTURE SUPPLEMENT AND FOR ANY COUNTERCLAIM RELATING THERETO. EACH PARTY ACKNOWLEDGES
THAT THE OTHER PARTY HERETO IS ENTERING INTO THIS INDENTURE SUPPLEMENT IN RELIANCE UPON SUCH WAIVER. 
 SECTION 5.11 Headings
and Table of Contents. Section headings and the table of contents in this Indenture Supplement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.


  
 24 









 SECTION 5.12 Use of English Language. All certificates, reports, notices and other
documents and communications given or delivered pursuant to this Indenture Supplement shall be in the English language or accompanied by a certified English translation thereof. 

SECTION 5.13 Termination. This Indenture Supplement shall terminate at such time as (a) the Series 2007-1 Notes (including
all principal, interest, premium, if any, and Additional Amounts, if any, thereon) have been indefeasibly paid in full and (b) all amounts owing to the Indenture Trustee in respect of the Series 2007-1 Notes have been indefeasibly paid in full.

 SECTION 5.14 Limited Recourse. The obligations of the SPC under this Indenture Supplement and the Series 2007-1 Notes
are limited in recourse to the Collateral on the basis set forth in Section 12.18 of the Indenture, all of which is incorporated herein by reference (the necessary changes being made). 

SECTION 5.15 Third-Party Beneficiary. The parties hereto hereby agree that the Bank shall have the rights of a third-party
beneficiary of the provisions hereof that grant certain rights to it (including Sections 3.1, 3.3 and 5.4) and may enforce such provisions as if it were a party hereto. 
 SECTION 5.16 Ratification of Indenture. This Indenture Supplement shall form a part of the Indenture for all purposes, and the parties hereto agree that the Indenture is in all respects ratified
and confirmed and all terms, conditions and provisions thereof shall remain in full force and effect. 
 [Remainder of page
intentionally left blank] 

  
 25 









 IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be duly
executed as a deed the date first above written by their respective officers hereunto duly authorized. 
  

			
	JAMAICA DIVERSIFIED PAYMENT RIGHTS COMPANY
		
	By:	 	 /s/ Guy Major

		 	Name: Guy Major
		 	Title: Director
	
	in the presence of:
	
	 /s/ Verlene Wallace

	Witness
	
	THE BANK OF NEW YORK, as Indenture Trustee
		
	By:	 	 /s/ Anthony Bausa

		 	Name: Anthony Bausa
		 	Title: Assistant Treasurer


 Indenture Supplement 







 
			
	NATIONAL COMMERCIAL BANK JAMAICA LIMITED
		
	By:	 	 /s/ Patrick Hylton

		 	Name: Patrick Hylton
		 	Title: Group Managing Director
		
	By:	 	 /s/ Dennis Cohen

		 	Name: Dennis G. Cohen
		 	Title: Deputy Group Managing Director
		
	By:	 	 /s/ Septimus Blake

		 	Name: Septimus C. Blake
		 	 Title: General Manager – Treasury &

          Correspondent Banking Division



 Indenture Supplement 







 EXHIBIT A 
 FORM OF SERIES 2007-1 NOTES 
 [INSERT ALL APPLICABLE LEGENDS IN
ACCORDANCE WITH THE INDENTURE SUPPLEMENT (See Section 2.6)] 
 CUSIP No.: [FOR 144A: 47015PAB4] [FOR REG S: G5005FAB9] 

ISIN Code: [FOR 144A: US47015PAB40] [FOR REG S: USG5005FAB97] 
 Common Code No.: [FOR 144A: 031235871] [FOR REG S: 031235782] 
  

			
	Note No. [    ]	  	Original Principal Balance US$[            ]

 JAMAICA DIVERSIFIED PAYMENT RIGHTS COMPANY 

SERIES 2007-1 FLOATING RATE NOTE DUE 2015 
 JAMAICA DIVERSIFIED PAYMENT RIGHTS COMPANY, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “SPC”), for value received, hereby promises to pay
to Cede and Co., or registered assigns, the principal sum of [            ] DOLLARS (US$[            ]) (the “Note
Balance”) in quarterly installments as described in, and subject to adjustment in accordance with, the Indenture Supplement (as defined below) and to pay interest thereon, in accordance with the terms of the Indenture Supplement, on the
15th day of each March, June, September and December (or,
if any such day is not a New York Business Day, on the next succeeding New York Business Day) (each, a “Payment Date”), commencing on September 15, 2007. 
 All amounts payable with respect to this Series 2007-1 Note (as defined below) are payable in the lawful currency of the United States of America (“Dollars”). The SPC has agreed in the
Indenture (as defined below), subject to the terms thereof, to indemnify the holder hereof against any loss sustained by it as a result of any payment made in any currency other than Dollars. 

This Note constitutes one of a duly authorized issue of notes of the SPC designated as its Series 2007-1 Floating Rate Notes Due 2015
(the “Series 2007-1 Notes”), issued under the Series 2007-1 Indenture Supplement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Indenture Supplement”), among the
SPC, National Commercial Bank Jamaica Limited and The Bank of New York, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”) pursuant to the Indenture, dated as of March 22, 2006 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between the SPC and the Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and
obligations thereunder of the SPC, the Indenture Trustee and the holder of this Series 2007-1 Note (or a beneficial interest herein). 

  
 A-1









 This Series 2007-1 Note is and will be secured by the Collateral as provided in the
Indenture. As provided in the Indenture, the recourse of the Indenture Trustee and the holder of this Series 2007-1 Note (or a beneficial interest herein) against the SPC for payment hereunder is limited exclusively to the Collateral and the
Indenture Trustee and the holder of this Series 2007-1 Note (or a beneficial interest herein) shall have no recourse to any other assets of the SPC or of any other Person. Once the Collateral is exhausted, any further liabilities of the SPC
outstanding hereunder shall be extinguished. This Series 2007-1 Note is governed by and subject to all terms of the Indenture and the Indenture Supplement (which terms are incorporated herein and made a part hereof). All capitalized terms used in
this Series 2007-1 Note and not defined herein shall have the meanings assigned to such terms in the Indenture Supplement. The summary of certain provisions of the Indenture and Indenture Supplement contained in this Series 2007-1 Note does not
purport to be complete and is qualified in its entirety by reference to such documents. 
 Subject to and in accordance with the
Indenture Supplement, there will be distributed on each Payment Date, to the Person in whose name this Series 2007-1 Note is registered on the preceding Record Date, a pro rata portion of the amounts payable by the SPC on such date with
respect to the Series 2007-1 Notes. The final distribution with respect to this Series 2007-1 Note will be made only upon presentation and surrender of this Series 2007-1 Note at the office or agency of the Indenture Trustee specified in the notice
given by the Indenture Trustee with respect to such final payment. 
 THIS SERIES 2007-1 NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

Unless the certificate of authentication hereon has been executed by the Indenture Trustee, by manual signature, this Series 2007-1 Note
shall not be entitled to any benefit under the Indenture or the Indenture Supplement or be valid for any purpose. 
 THE SERIES
2007-1 NOTES DO NOT REPRESENT A DIRECT OBLIGATION OF, OR AN INTEREST IN, NATIONAL COMMERCIAL BANK JAMAICA LIMITED, THE INDENTURE TRUSTEE OR ANY AFFILIATE THEREOF. THE SERIES 2007-1 NOTES ARE LIMITED IN RIGHT OF PAYMENT AND PERFORMANCE, ALL AS MORE
SPECIFICALLY SET FORTH HEREIN AND IN THE INDENTURE AND INDENTURE SUPPLEMENT. REFERENCE IS MADE TO THE INDENTURE AND THE INDENTURE SUPPLEMENT FOR INFORMATION WITH RESPECT TO THE INTERESTS, RIGHTS, BENEFITS, OBLIGATIONS, PROCEEDS AND DUTIES EVIDENCED
HEREBY. A COPY OF THE INDENTURE AND THE INDENTURE SUPPLEMENT MAY BE EXAMINED BY THE HOLDER HEREOF (OR OF A BENEFICIAL INTEREST HEREIN) UPON REQUEST DURING NORMAL BUSINESS HOURS AT THE CORPORATE TRUST OFFICE OF THE INDENTURE TRUSTEE AND AT SUCH OTHER
PLACES, IF ANY, DESIGNATED BY THE INDENTURE TRUSTEE FROM TIME TO TIME. 

  
 A-2









 Except in certain limited circumstances, no principal in respect of this Series 2007-1 Note
shall be paid during the Interest-Only Period. The principal of the Series 2007-1 Notes is scheduled to be repaid in full on the Expected Final Payment Date. 
 During the Early Amortization Period with respect to the Series 2007-1 Notes, all amounts available in the Series 2007-1 Series Account for the payment of interest, principal and any other amounts payable
with respect to the Series 2007-1 Notes shall be payable to the Series 2007-1 Noteholders on each Payment Date during such Early Amortization Period until the date on which all principal and interest on the Series 2007-1 Note has been paid in full.

 The Series 2007-1 Notes are subject to redemption under certain circumstances described in the Indenture and the Indenture
Supplement. 
 The SPC, the Indenture Trustee and any agent of the SPC and the Indenture Trustee (including any Transfer Agent
or Paying Agent) may treat the Person in whose name this Series 2007-1 Note is registered as the owner hereof for all purposes, and neither the SPC, the Indenture Trustee nor any such agent shall be affected by any notice to the contrary.


  
 A-3









 IN WITNESS WHEREOF, the SPC has caused this Series 2007-1 Note to be duly executed.

  

			
	JAMAICA DIVERSIFIED PAYMENT RIGHTS COMPANY
		
	By:	 	  

		 	Authorized Signatory



  
 A-4









 CERTIFICATE OF AUTHENTICATION 

This is one of the Series 2007-1 Notes issued under the within mentioned Indenture Supplement. 

 

			
	 THE BANK OF NEW YORK,
 not in its individual capacity but solely as Indenture Trustee

		
	By:	 	  

		 	Authorized Signatory


 Dated:
                     

  
 A-5









 EXHIBIT B 
 FORM OF CERTIFICATE FOR EXCHANGE OR TRANSFER 
 FROM RULE 144A NOTE

 TO TEMPORARY REGULATION S NOTE 

 
 (exchanges or
transfers pursuant to Section 2.5(b) 
 of the Series 2007-1 Indenture Supplement) 

The Bank of New York, as Indenture Trustee 
 101
Barclay Street 
 Floor 4 
 New York,
New York 10286 
 Attention: Global Structured Products Unit 
  

	 	Re:	Jamaica Diversified Payment Rights Company Series 2007-1 Floating Rate Notes Due 2015 (the “Series 2007-1 Notes”) 


Reference is hereby made to the Series 2007-1 Indenture Supplement, dated as of July 20, 2007 (as amended, supplemented or
otherwise modified from time to time, the “Indenture Supplement”), among Jamaica Diversified Payment Rights Company (the “SPC”), National Commercial Bank Jamaica Limited and The Bank of New York, as indenture
trustee (in such capacity, the “Indenture Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture Supplement. 

This letter relates to US$         of the Series 2007-1 Notes that are held as a beneficial
interest in the Rule 144A Note (CUSIP No. 47015PAB4) with DTC in the name of [participant]. The undersigned hereby certifies that either (i) it is the sole beneficial owner of those notes or (ii) it is acting on behalf of all the
beneficial owners of those notes (the beneficial owner or beneficial owners being referred to as the “Transferor”), is duly authorized by the Transferor to do so and the Transferor has confirmed to the undersigned the truth of the
matters certified in this letter. The Transferor has requested an exchange or transfer of such beneficial interest for an interest in the Temporary Regulation S Note (ISIN Code: USG5005FAB97) to be held with [Euroclear] [Clearstream,
Luxembourg] (Common Code No. 031235782) through DTC. If this is a partial transfer, a minimum amount of US$100,000 or any integral multiple of US$1,000 in excess thereof of the Rule 144A Note (or beneficial interests therein) must be
transferred. 
 In connection with such request, the Transferor does hereby certify that such exchange or transfer has been
effected in accordance with the transfer restrictions set forth in the Indenture Supplement and pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, and accordingly the Transferor does
hereby certify that: 
 (a) the offer of the Series 2007-1 Notes (or beneficial interests therein) to be so
exchanged or transferred was not made to a person in the United States; 

  
 B-1









 (b) either (i) at the time the buy order was originated the transferee
was outside the United States or the Transferor and any person acting on the Transferor’s behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of
a designated offshore securities market and neither the Transferor nor any Person acting on behalf of the Transferor knows that the transaction was pre-arranged with a buyer in the United States; 

(c) no directed selling efforts have been made in contravention of the requirements of Rule 903 or Rule 904 of
Regulation S, as applicable; 
 (d) the transaction meets any other applicable requirements of Rule 903
or Rule 904 of Regulation S; and 
 (e) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act. 
 This certificate and the statements contained herein are made for your
benefit and for the benefit of the SPC, the Indenture Trustee and National Commercial Bank Jamaica Limited. 
  

			
	 [Insert name of certifying person or institution]

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



 Dated:
                     
  

			
	cc:	 	Jamaica Diversified Payment Rights Company
		 	National Commercial Bank Jamaica Limited


  
 B-2









 EXHIBIT C 
 FORM OF CERTIFICATE FOR EXCHANGE OR TRANSFER 
 FROM RULE 144A NOTE

 TO PERMANENT REGULATION S NOTE 

 
 (exchanges or
transfers pursuant to Section 2.5(c) 
 of the Series 2007-1 Indenture Supplement) 

The Bank of New York, as Indenture Trustee 
 101
Barclay Street 
 Floor 4 
 New York,
New York 10286 
 Attention: Global Structured Products Unit 
  

	 	Re:	Jamaica Diversified Payment Rights Company Series 2007-1 Floating Rate Notes Due 2015 (the “Series 2007-1 Notes”) 


Reference is hereby made to the Series 2007-1 Indenture Supplement, dated as of July 20, 2007 (as amended, supplemented or
otherwise modified from time to time, the “Indenture Supplement”), among Jamaica Diversified Payment Rights Company (the “SPC”), National Commercial Bank Jamaica Limited and The Bank of New York, as indenture
trustee (in such capacity, the “Indenture Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture Supplement. 

This letter relates to US$             of the Series 2007-1 Notes that are
held as a beneficial interest in the Rule 144A Note (CUSIP No. 47015PAB4) with DTC in the name of [participant]. The undersigned hereby certifies that either (i) it is the sole beneficial owner of those notes or (ii) it is acting
on behalf of all the beneficial owners of those notes (the beneficial owner or beneficial owners being referred to as the “Transferor”), is duly authorized by the Transferor to do so and the Transferor has confirmed to the
undersigned the truth of the matters certified in this letter. The Transferor has requested an exchange or transfer of such beneficial interest for an interest in the Permanent Regulation S Note (ISIN Code: USG5005FAB97) of the Series to be
held with [name of participant] through DTC. If this is a partial transfer, a minimum amount of US$100,000 or any integral multiple of US$1,000 in excess thereof of the Rule 144A Note (or beneficial interests therein) must be transferred.

 In connection with such request, the Transferor does hereby certify that such exchange or transfer has been effected in
accordance with the transfer restrictions set forth in the Indenture Supplement and (a) with respect to transfers made in reliance upon Regulation S under the Securities Act, the Transferor does hereby certify that: 

(i) the offer of the Series 2007-1 Notes (or beneficial interests therein) to be exchanged or transferred was not made to
a person in the United States; 
 (ii) either (A) at the time the buy order was originated the transferee
was outside the United States or the Transferor and any person acting on the 

  
 C-1









 
Transferor’s behalf reasonably believed that the transferee was outside the United States or (B) the transaction was executed in, on or through the facilities of a designated offshore
securities market and neither the Transferor nor any Person acting on behalf of the Transferor knows that the transaction was pre-arranged with a buyer in the United States; 

(iii) no directed selling efforts have been made in contravention of the requirements of Rule 903 or Rule 904 of
Regulation S, as applicable; 
 (iv) the transaction meets any other applicable requirements of
Rule 903 or Rule 904 of Regulation S; and 
 (v) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act; 
 and (b) with respect to transfers made in reliance upon Rule 144A
under the Securities Act, the Transferor hereby certifies that the Series 2007-1 Notes are being transferred in a transaction permitted by Rule 144A under the Securities Act. 

This certificate and the statements contained herein are made for your benefit and for the benefit of the SPC, the Indenture Trustee and
National Commercial Bank Jamaica Limited. 
  

			
	[Insert name of certifying person or institution]
		
	By:	 	  

	Name:	 	  

	Title:	 	  




Dated:                     

 

			
	cc:	 	Jamaica Diversified Payment Rights Company
		 	National Commercial Bank Jamaica Limited


  
 C-2









 EXHIBIT D 
 FORM OF CERTIFICATE FOR TRANSFER OR 
 EXCHANGE FROM TEMPORARY REGULATION S
NOTE 
 TO RULE 144A NOTE 

 
 (exchanges or
transfers pursuant to Section 2.5(d) 
 of the Series 2007-1 Indenture Supplement) 

The Bank of New York, as Indenture Trustee 
 101
Barclay Street 
 Floor 4 
 New York,
New York 10286 
 Attention: Global Structured Products Unit 
  

	 	Re:	Jamaica Diversified Payment Rights Company Series 2007-1  

 Floating Rate Notes Due 2015 (the “Series 2007-1 Notes”) 

Reference is hereby made to the Series 2007-1 Indenture Supplement, dated as of July 20, 2007 (as amended, supplemented or
otherwise modified from time to time, the “Indenture Supplement”), among Jamaica Diversified Payment Rights Company (the “SPC”), National Commercial Bank Jamaica Limited and The Bank of New York, as indenture
trustee (in such capacity, the “Indenture Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture Supplement. 

This letter relates to US$             of the Series 2007-1 Notes that are
held as a beneficial interest in the Temporary Regulation S Note (ISIN Code: USG5005FAB97) with [Euroclear] [Clearstream, Luxembourg] (Common Code No. 031235782) through DTC in the name of [participant]. The undersigned hereby certifies
that either (i) it is the sole beneficial owner of those notes or (ii) it is acting on behalf of all the beneficial owners of those notes (the beneficial owner or beneficial owners being referred to as the “Transferor”),
is duly authorized by the Transferor to do so and the Transferor has confirmed to the undersigned the truth of the matters certified in this letter. The Transferor has requested an exchange or transfer of such beneficial interest in the Series
2007-1 Notes for an interest in the Rule 144A Note (CUSIP No. 47015PAB4). If this is a partial transfer, a minimum amount of US$100,000 or any integral multiple of US$1,000 in excess thereof of the Temporary Regulation S Note (or
beneficial interests therein) must be transferred. 
 In connection with such request, the Transferor does hereby certify that
such Series 2007-1 Notes (or beneficial interests therein) are being transferred in accordance with Rule 144A under the Securities Act to a transferee that the Transferor reasonably believes is a “qualified institutional buyer” within
the meaning of Rule 144A (a “QIB”) who is purchasing such Series 2007-1 Notes (or beneficial interests therein) for its own account or for the account of a QIB with respect to which the transferee exercises sole investment
discretion, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. 

  
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 This certificate and the statements contained herein are made for your benefit and for the
benefit of the SPC, the Indenture Trustee and National Commercial Bank Jamaica Limited. 
  

			
	[Insert name of certifying person or institution]
		
	By:	 	  

	Name:	 	  

	Title:	 	  




Dated:                     

 

			
	cc:	  	Jamaica Diversified Payment Rights Company
		  	National Commercial Bank Jamaica Limited


  
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