0001193125-05-205978 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • October 21st, 2005 • Jamaica Government Of • New York

The Government of Jamaica (the “Issuer”) proposes to issue and sell to Morgan Stanley & Co. Incorporated (the “Underwriter”) U.S.$250,000,000 principal amount of its 9.25% Notes due 2025 (the “Securities”). The Securities will be issued pursuant to the provisions of a Fiscal Agency Agreement dated as of June 20, 2002 among the Issuer, Deutsche Bank Trust Company Americas, as fiscal agent, principal paying agent and registrar (the “Fiscal Agent”), and Deutsche Bank Luxembourg S.A., as paying agent and transfer agent (the “Luxembourg Paying Agent”), among the Issuer, the Fiscal Agent and the Luxembourg Paying Agent (collectively, the “Fiscal Agency Agreement”). Capitalized terms used but not otherwise defined in this Agreement are used herein with the meanings assigned to such terms in the Fiscal Agency Agreement.

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