Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1697629475173.pdf (Antigua and Barbuda)
ANTIGUA AND BARBUDA CRUISE PORT FINANCE, DEVELOPMENT AND MANAGEMENT ACT, 2019 No.

18 of 2019 [Published in the Official Gazette Vol.

XXXIX No.68 dated 20th September, 2019] ________ Printed at the Government Printing Office, Antigua and Barbuda, by Noel F. Abraham, Acting Government Printer — By Authority, 2019.

300—10.19 [Price $48.10] Cruise Port Finance, Development and Management Act, 2019.

2 No.

18 of 2019 No.

18 of 2019 3 Cruise Port Finance, Development and Management Act, 2019.
ANTIGUA AND BARBUDA CRUISE PORT FINANCE, DEVELOPMENT AND MANAGEMENT ACT 2019 No.

18 OF 2019 ARRANGEMENT OF SECTIONS SECTIONS PART I – PRELIMINARY 1.

2.

3.
2.

3.

Short title and Commencement ................................................................................................ 5 Interpretation ............................................................................................................................ 6 Inconsistency between this Act, the Agreement or the Port Authority Act ............................ 10 PART II – MANAGEMENT AND OPERATION OF THE PORT 4.
Vesting of Authority for the development and management of the Port ................................ 11 5.

Rights and powers of GPH (Antigua) Limited ...................................................................... 11 6.

Duties and Functions of GPH (Antigua) Limited .................................................................. 13 7.

Provision of Port Services ...................................................................................................... 14 8.
Maintenance of access to Port ................................................................................................ 14 PART III – FINANCING OF PORT DEVELOPMENT 9. Financing of New Pier Works ................................................................................................ 15 10. Financing of New Commercial Properties Works .................................................................. 15 11.
Repairs and maintenance of the Heritage Mall Properties ..................................................... 15 12.

No Agency between the Company and the Government, or the Company and Port Authority......................................................................................................................................... 15 Cruise Port Finance, Development and Management Act, 2019.

4 No.

18 of 2019 PART IV – THE CRUISE PORT MANAGEMENT AND DEVELOPMENT FUND 13.
Establishment of the Cruise Port Development and Management Fund ................................ 16 14.

Purpose of the Fund ............................................................................................................... 16 15.

Governing body of the Fund .................................................................................................. 16 16.

Functions of the Cruise Port Development and Management Fund Committee .................... 17 17.
Monies of the Fund ................................................................................................................ 17 18.

Relationship with the Comptroller of Customs and Excise ................................................... 18 19.

Payment of money out of the Fund ........................................................................................ 18 20.
Audit and reports ................................................................................................................... 18 PART V – MISCELLANEOUS 21.

Non-applicability of Laws ..................................................................................................... 19 22.

Approval of concessions ........................................................................................................ 19 23.
Consequential Amendments ................................................................................................... 19 24.

Repeal .................................................................................................................................... 21 25.

Savings ................................................................................................................................... 22 26.
Act binds Crown .................................................................................................................... 22 SCHEDULE Concession Agreement dated 31st January, 2019 between the Government of Antigua and Barbuda, the Antigua and Barbuda Port Authority and GPH (Antigua) Limited and the amendments thereto.

No.

18 of 2019 [L.S.]

5 Cruise Port Finance, Development and Management Act, 2019.

I Assent, Rodney Williams, Governor-General.

19th Stepmber, 2019.


ANTIGUA AND BARBUDA CRUISE PORT FINANCE, DEVELOPMENT AND MANAGEMENT ACT 2019 No.

18 of 2019 AN ACT to make provisions for the financing, development, operation and management of cruise line facilities, for the improvement of the provision of cruise services at the Port, and tendering services at Falmouth Harbour and Barbuda Island, to repeal the Cruise Ship Complex Development Act 2001 and for purposes connected therewith.
ENACTED by the Parliament of Antigua and Barbuda as follows -- PART I – PRELIMINARY 1.

Short title and Commencement (1) This Act may be cited as the Cruise Port Finance, Development and Management Act 2019.

Cruise Port Finance, Development and Management Act, 2019.

6 No.

18 of 2019 (2) This Act shall come into effect on a day to be appointed by the Minister by Notice publish in the official Gazette.

2.
Interpretation In this Act unless the context otherwise permits, the following words shall carry the following meaning — “Agreement” means the Concession Agreement entered into by and between the Government of Antigua and Barbuda, the Port Authority and GPH (Antigua) Limited dated the 31stJanuary, 2019 and includes the Schedules thereto and any amendments all of which are contained in the Schedule to this Act; “Annual Revenue” means the sum of the revenues received by the Company in the relevant Year from cruise related operations and commercial real estate operations at the Port, Falmouth Harbour and Barbuda Island, pursuant to the rights granted hereunder and under the Concession Agreement; “Barbuda Island” means the area indicated on the aerial map in schedule 1 [Port] to the Agreement; “Comptroller” means the officer for the time being performing the duties of Comptroller of Customs and includes any officer duly authorised to act on his behalf; “Concession Agreement” means the Agreement; “CPDM Fund Committee” refers to the Cruise Port Development and Management Fund Committee set up in accordance with section 15; “CPDM Fund Account” means an account jointly held by the Company and the Government of Antigua and Barbuda and in which the Cruise Passenger Charge is deposited as in accordance with section 17 of this Act; “Cruise Line” means any cruise ship or vessel operator or their agents using the Port, Falmouth Harbour or Barbuda Island, that will be liable to pay any of the various charges and tariffs including but not limited to Cruise Passenger Charge in order to use the Port, Falmouth Harbour or Barbuda Island; No.
18 of 2019 7 Cruise Port Finance, Development and Management Act, 2019.

“Cruise Passenger Charge” refers to the portion of the Cruise Passenger Tax collected by the Comptroller of Customs and Excise under Cruise Passenger Tax Act, Cap.
122 for every passenger, less the Environmental Fee; “Cruise Port Management and Development Fund” or “Fund” means the special fund established under section 13; “Environmental Fee” refers to the portion of the Cruise Passenger Tax collected by the Comptroller of Customs and Excise under section 3 of Cruise Passenger Tax Act, Cap.
122 for every passenger, less the Cruise Passenger Charge; “Falmouth Harbour” means the area indicated on the aerial map in schedule 1[Port] to the Agreement; “Fraser Family Properties” means the properties as more particularly described in schedule I [Port]to the Agreement, which may subsequently be brought within the Port in accordance with clause 6.6 of the Agreement; “GPH (Antigua) Limited” or “the Company” refers to GPH (Antigua) Limited, which is a company incorporated under the Laws of Antigua and Barbuda with Company Number C0685/2019 and having its registered office at No.
11, Old Parham Road, Saint John, Antigua; “Heritage Mall Properties” means the properties, as more particularly described in schedule 1 [Port] to the Agreement; “Lenders” means such persons, the identity of whom shall be disclosed by the Company to the Government of Antigua and Barbuda and the Port Authority once determined, not being a shareholder of the Company providing a credit facility to the Company in accordance with the Financing Agreements; “Minimum Variable Concession Fee Guarantee” means a minimum Variable Concession Fee level in any Year of the Term based on a minimum of six hundred thousand (600,000) Passenger Movements in respect of which the Cruise Passenger Charge has been paid to the Company, as may be adjusted pursuant to the Agreement; “Minister” means Minister with responsibility for Finance; “Month” means a calendar month; Cruise Port Finance, Development and Management Act, 2019.
8 No.

18 of 2019 “New Commercial Properties” means the new commercial facilities, including retail and food and beverage spaces to be developed by the Company as part of the Agreement; "New Commercial Properties Works" means the development works in respect of the New Commercial Properties.
“New Pier” means the marine structure currently being developed by the St. John’s Development Corporation and which is to be taken over and completed by the Company; “New Pier Works” means the expansion works at the Port in respect of the new third cruise pier; “Passenger Movement” means every embarking and disembarking passenger on a home port operation or a turnaround operation and every passenger arriving on a port of call operation or in transit at Antigua and Barbuda, whether or not such passenger disembarks; “Port” means the area and facilities at Saint John’s port identified in Schedule 1of the Agreement and which is comprised of the following: (a) the Existing Piers; (b) the New Pier; (c) the New Commercial Properties; (d) the Heritage Mall Properties; (e) the Fraser Family Properties; and (f) any government properties related to the tender operation into the Port together with any other areas that are to be included by mutual agreement of the Government of Antigua and Barbuda, the Port Authority and the Company within the Port under the terms of the Agreement from time to time; “Port Authority” refers to the Authority established under section 3 of the Port Authority Act, Cap.
333 No.

18 of 2019 9 Cruise Port Finance, Development and Management Act, 2019.
“Port Charges” means the charges or other fees permitted to be charged by or on behalf of the Company pursuant to clause 10 of the Agreement for or in respect of certain Services or any marine, security or other port services provided at the Port, or as may be introduced from time to time by the Company in respect of Services provided at the Port, Falmouth Harbour or Barbuda Island; “Port Infrastructure” includes those terminal structures and constructed works within the Port, dedicated to the commercial handling of passengers, such as all the fixtures in the (reclaimed) land, like cisterns, drains, pipes, wires, cables, ducts, sewers, channels, conduits, underground services and any other items installed for the purpose of supplying water, gas, electricity, telephone and electronic communications and for the purpose of draining away water or for allowing the escape of steam or other deleterious matters from the facilities, as well as, quay walls, piers, jetties, stacking yards, paving, berthing aids, bollards and including all appurtenances and components thereof; “Port Services” refers to the services outlined in section 7; “Port Superstructure” includes those terminal facilities and buildings and other facilities at the Port considered as superstructure on the maritime domain pursuant to the laws, dedicated to the commercial handling of passengers; “Services” means the following services outlined below to be provided by or on behalf of the Company on an exclusive basis at or within the Port pursuant to the terms of the Agreement, and includes the tendering operations at Falmouth Harbour and Barbuda Island: (a) terminal services, including but not limited to landing, luggage handling, screening, porterage; (b) water provision; (c) security services; (d) electricity provision; (e) cleaning services; (f) tendering operations for Cruise Lines at the Port, Falmouth Harbour and Barbuda Island; Cruise Port Finance, Development and Management Act, 2019.
10 No.
18 of 2019 (g) retail services, including food and beverages services, duty free services, rental of retail spaces, hospitality; (h) advertising; and (i) organisation and management of all parking facilities within the Port; “Services Commencement Date” means the date specified in the Services Commencement Certificate; "Services Commencement Certificate" means the certificate to be issued by the Company pursuant to the Agreement; “Term” means the entire period of the duration of the Agreement beginning with the Services Commencement Date and terminating on the thirtieth anniversary of the Services Commencement Date unless the Term has been extended or there is an early termination of the Agreement in accordance with the terms of the Agreement.
“Variable Concession Fee” means the amount payable, per passenger, by the Company to the Government of Antigua and Barbuda as set out in the Agreement in respect of which the Cruise Passenger Charge is received by the Company and any payment for any shortfall in the Minimum Variable Concession Fee Guarantee in respect of a Year.
“Works” means any or all of the New Pier Works, the New Commercial Properties Works, the renovation of the Heritage Mall Properties or any building or renovation works to be undertaken by the Company at the Port as the context requires; “Year” means a period of twelve (12) consecutive months; 3.
Inconsistency between this Act, the Agreement or the Port Authority Act (1) In respect of any matter specifically dealt with in the Agreement, if there is any inconsistency between the Agreement and the Port Authority Act, the Agreement shall prevail to the extent of the inconsistency.

(2) If there is any inconsistency between the terms of the Agreement and any matter specified in this Act, this Act shall prevail to the extent of the inconsistency, for the purposes of resolving those matters; No.
18 of 2019 11 Cruise Port Finance, Development and Management Act, 2019.

PART II MANAGEMENT AND OPERATION OF THE PORT 4.

Vesting of Authority for the development and management of the Port (1) At the commencement of this Act, the responsibility for the management, operation and development of the Port shall vest in GPH (Antigua) Limited, subject to the provisions of this Act and the terms of the Agreement contained in the schedule hereto.
(2) The authority vested in the Company in subsection (1) shall endure for the entire Term, unless the Term has been extended or there is an early termination of the Agreement in accordance with the provisions of the Agreement.
(3) Notwithstanding anything to the contrary, the Government of Antigua and Barbuda may enter into agreement with other persons for the development and management of other cruise facilities and the provision of cruise services in other areas in Antigua or Barbuda Island outside of the Port.

5.
Rights and powers of GPH (Antigua) Limited (1) The Company has the right and the power – (a) to design and build the New Pier and the New Commercial Properties; (b) to possess and use the Port equipment and Port Superstructure; (c) to operate the Port and Port equipment; (d) to possess and use the Port Infrastructure; (e) (f) to take over existing leases of retail and other spaces at Heritage Mall Properties; charge, collect and retain all rents and other fees in relation to the provision of Services; (g) to grant sub-leases of the retail spaces in the Port subject to the terms of the Agreement; Cruise Port Finance, Development and Management Act, 2019.
12 No.
18 of 2019 (h) to offer the Services to Cruise Lines, cruise passengers and to users in Antigua and Barbuda; (i) to invoice Cruise Lines for the Cruise Passenger Tax; (j) (k) (l) to collect the Cruise Passenger Charge and to deposit the same into the CPDM Fund Account; from the Services Commencement Date and continuing for the Term of the agreement, to determine the rate for the Cruise Passenger Charge subject to the approval of Parliament; to charge, collect, and retain such charges and other fees relating to the provision of the Services offered to Cruise Lines, passengers and other users at the Port including but not limited to any security, utility, and water fees or charges; (m) to enter into contracts with third parties for the purpose of fulfilling its obligations under this Act and the Agreement; (n) (o) (p) (q) (r) (s) (t) to implement rules, as appropriate for the health and safety of Cruise passengers and users of the Port; to implement rules, as appropriate to maintain or advance the safety of Cruise Lines and the environmental integrity of the Port; to manage all interactions with the Cruise Lines in accordance with the Terms of the Agreement; have the retail areas at the Port benefit from duty free status and the exclusive right to provide duty free shopping at the Port; retain all revenue and income generated by the Company during the Term of the Agreement from the provision of the Services; provide the Services to Cruise Lines and passengers at the Port; provide tendering services to Cruise Lines and passengers at Falmouth Harbour and Barbuda island; No.
18 of 2019 13 Cruise Port Finance, Development and Management Act, 2019.
(u) undertake any activity that optimizes the operations, commercial activities and ancillary facilities at the Port; (2) Without prejudice to subsection (1) (k), the rates for the Cruise Passenger Charge for the rateable service periods beginning from the Services Commencement Date and continuing for subsequent rateable service periods for the entire Term of the Agreement are as outlined in section 23 of this Act, which rates are approved by Parliament by virtue of the passage of this Act.

6.
Duties and Functions of GPH (Antigua) Limited The Company shall – (a) operate and manage the Port in accordance with the terms of the Agreement and this Act; (b) maintain the Port Superstructure in accordance with the terms of the Agreement; (c) (d) evaluate the condition of the Heritage Mall Properties and repair as may be required, subject to the provisions of the Agreement; design, build and construct the New Pier and the New Commercial Properties, subject to the provisions of the Agreement; (e) provide the Services to Cruise Lines and passengers at the Port; (f) perform tendering operations at Falmouth Harbour and Barbuda Island; (g) (h) on behalf of the Comptroller of Customs, invoice and collect the cruise passenger charge from Cruise Lines; pay the Variable Concession Fee to the Government in accordance with the terms of the Agreement; (i) maintain the Port facilities including the Superstructure under adequate insurance coverage; and (j) with the consent of the Cabinet, carry out such other construction works at the Port for the purpose of achieving its duties under this Act; Cruise Port Finance, Development and Management Act, 2019.
14 No.

18 of 2019 (k) perform its several obligations in accordance with the terms of the Agreement and any amendments thereto, and the provisions of this Act; 7.
Provision of Port Services Notwithstanding any other provisions of this Act, the Port Authority shall – (a) continue to provide and be responsible for the Port Services outlined in this section and to levy and collect such charges and other dues as it considers appropriate for the Port Services: (i) Pilotage; (ii) Harbour dues; (iii) Towage; (iv) Light dues (v) mooring and unmooring; and (vi) pilot launch.
(b) maintain the authority to give directions in relation to berthing, mooring, or anchoring and the method of anchoring of any vessel in the Port.

8.
8.

Maintenance of access to Port Nothing contained in this Act, nor the Agreement shall be construed as affecting the right of access to and from, or operations in, the Port by an agency or person authorised by any law to undertake any function or to exercise any power in relation to – (a) the collection of Government revenues; (b) performance of duty by or at the direction of the Chief Immigration Officer; (c) performance of duty by or at the direction of the Comptroller of Customs; No.
18 of 2019 15 Cruise Port Finance, Development and Management Act, 2019.

(d) any matter concerning quarantine and the prevention, introduction or spread of any disease; and (e) any other area that is the responsibility of the Government under law.

PART III FINANCING OF PORT DEVELOPMENT 9. Financing of New Pier Works (1).

The Company is responsible for the financing and also the design and construction of the New Pier Works in accordance with the terms of the Agreement.
(2) The sum of eight million one hundred thirty-three thousand three hundred and twenty-three US Dollars representing monies spent by the Government of Antigua and Barbuda on the New Pier Works shall be repaid by the Company to the Government of Antigua and Barbuda in equal yearly instalments over a period of seven years commencing the last day of the tenth month following the Services Commencement Date.
10. Financing of New Commercial Properties Works (1) The Company is responsible for the financing, design and construction of the New Commercial Properties in accordance with the provisions of the Agreement.

(2) The Company shall procure the design, construction and completion of the New Commercial Properties Works within a period of three years from the completion of the New Pier Works in accordance with the provisions of the Agreement.

11.
11.

Repairs and maintenance of the Heritage Mall Properties The Company is responsible for the renovation and maintenance of the Heritage Mall Properties in accordance with the provisions of the Agreement.

12.

No Agency between the Company and the Government, or the Company and Port Authority (1) The Company is not an agent of the Government nor is the Government an agent of the Company.

Cruise Port Finance, Development and Management Act, 2019.

16 No.
16 No.

18 of 2019 (2) The Company is not an agent of the Port Authority nor is the Port Authority an agent for the Company.

(3) Nothing contained in this Act or the Agreement shall bind the Government nor the Port Authority for the purpose of being a Guarantor of any money borrowed by the Company for the purpose of financing the development of the Cruise Port or which is borrowed to satisfy any of the obligations of the Company under this Act.

PART IV THE CRUISE PORT DEVELOPMENT AND MANAGEMENT FUND 13.
Establishment of the Cruise Port Development and Management Fund (1) There is hereby established a special fund pursuant to section 42(1)(a) of the Finance Administration Act 2006 to be known as the Cruise Port Development and Management Fund, referred to in this Act as ‘the Fund’.

(2) The Fund shall be administered in accordance with the provisions of this Act.

14.
14.

Purpose of the Fund The purpose of the Fund is to serve as an instrument for the collection of all taxes, revenues, income and other charges and fees charged to Cruise Lines or to passengers of a Cruise Line calling at the Port, derived from the provision of cruise passenger services, or from passenger movement, or such other services connected with the operation of the Port.

15.
15.

Governing body of the Fund (1) Management of the Cruise Port Development and Management Fund shall vest in a committee to be known as the Cruise Port Development and Management Fund Committee (“the CPDM Fund Committee”), which shall comprise six persons as follows: – (i) the Financial Secretary or a senior officer of the Ministry of Finance appointed by the Financial Secretary; (ii) a senior officer of the Ministry of Finance appointed by Cabinet; (iii) a senior officer from the Port Authority; No.
18 of 2019 17 Cruise Port Finance, Development and Management Act, 2019.

(iv) three members appointed by the Company.

(2) The Financial Secretary, or his appointee, shall be the Chairman of the CPDM Fund Committee.

(3) The CPDM Fund Committee shall meet at least once (1) per month.

(4) The Quorum of the Committee shall be four (4) persons; however, no quorum shall be validly constituted unless the Financial Secretary or his appointee is present at the meeting.

16.
16.

Functions of the Cruise Port Development and Management Fund Committee The Cruise Port Development and Management Fund Committee shall have the responsibility to – (a) oversee the collection and deposit of the Funds due to the CPDM Fund Account; (b) keep a record of the monies deposited in the CPDM Fund Account; (c) (d) submit the statements of the CPDM Fund Account to the Accountant General within two months of the end of the financial year.
Submit to the Minister, on behalf of the Company, any variation in the rates for the Cruise Passenger Charge from those outlined in section 23 for the approval of Parliament.

17.

Monies of the Fund (1) The monies collected as Cruise Passenger Charge shall be paid into the Fund.
(2) The Fund shall maintain an account in a Commercial Banking Institution in Antigua and Barbuda to be held jointly between the Government and the Company; (3) All monies credited to the CPDM Fund Account shall be recorded under a specified head which must properly describe the source of the money.

(4) The following marine services dues do not form any part of the CPDM Fund Account – Cruise Port Finance, Development and Management Act, 2019.

18 No.
18 No.

18 of 2019 (a) Pilotage charge; (b) Harbour dues; (c) Towage; (d) light dues (e) mooring and unmooring; (f) pilot launch; (g) line handling fees; and (h) revenues derived from or in association with the operation of the cargo port.

18.

Relationship with the Comptroller of Customs and Excise The Company is the agent of the Comptroller of Customs and Excise solely for the purpose of invoicing crusie lines for the Cruise Passenger Tax under the Cruise Passenger Tax Act, Cap 122.

19.
19.

Payment of money out of the Fund (1) The monies in the CPDM Fund Account shall be subject to a legal charge in favour of the Lenders.

(2) Pursuant to subsection (1), the Company shall be entitled to withdraw monies from the CPDM Fund Account at any time.

20.
20.

Audit and reports (1) The CPDM Fund Committee shall prepare and present to the Accountant General within two months of the end of each calendar year, a report – (a) describing the activities of the Company; and (b) giving detail updates on the progress of the Works.

No.

18 of 2019 19 Cruise Port Finance, Development and Management Act, 2019.
(2) The CPDM Fund Committee shall provide the Accountant General within two months of the end of a financial year with the financial statements of the CPDM Fund showing the payments out to the Company and to any other person or entity.

PART V MISCELLANEOUS 21.

Non-applicability of Laws The Tenders Board Act, Cap.

424A does not apply to the Agreement.

22.

Approval of concessions Subject to the provisions of this Act, the Cabinet approves the Agreement.

23.
23.

Consequential Amendments The Cruise Passenger Tax Act, Cap.
122 is amended as follows – (1) in section 2 – (a) by inserting the following words and their interpretation in the appropriate alphabetical position – “Cruise Passenger Charge” refers to the portion of the Cruise Passenger Tax collected by the Comptroller of Customs and Excise under section 3 of this Act for every passenger, less the Environmental Fee; “Environmental Fee” refers to the portion of the Cruise Passenger Tax collected by the Comptroller of Customs and Excise under section 3 of this Act for every passenger, less the Cruise Passenger Charge; “Services Commencement Date” means the date specified by GPH (Antigua) Ltd.; “GPH (Antigua) Limited” or “the Company” refers to GPH (Antigua) Limited, which is a company incorporated under the Laws of Antigua and Barbuda with Company Number C0685/2019 and having its registered office at No.
11, Old Parham Road, Saint John, Antigua; Cruise Port Finance, Development and Management Act, 2019.

20 No.
20 No.

18 of 2019 (b) by repealing the definition of “passenger” and replacing it as follows – “passenger” means any person, not being a member of a crew, carried aboard a cruise ship, whether the passenger embarks or disembarks at Antigua and Barbuda or is on a home port operation or a turnaround operation , on a port of call operation or is in transit; (2) by repealing section 3 in its entirety and replacing it as follows – “3.
Imposition of Tax (1) A tax, to be called the Cruise Passenger Tax, shall be charged and collected by the Comptroller in respect of every passenger carried aboard a cruise ship on a visit to Antigua and Barbuda whether that passenger embarks or disembarks, or is on a home port operation or turnaround operation, on a port of call operation or is in transit at Antigua and Barbuda.
(2) The tax shall comprise a Cruise Passenger Charge in an amount as outlined in subsection (3), plus an additional amount as an Environmental Fee of $1.50 in United States currency, or its equivalent in other currency in respect of every passenger.
(3) The Cruise Passenger Charge for the following rateable service periods shall be – (a) (b) (c) for the rateable service period beginning 1st day of January 2019 to the day immediately before the Services Commencement Date, shall be five dollars and fifteen cents in United States currency, or its equivalent in other currency, in respect of every passenger; the rateable for the Services service period beginning Commencement Date and ending on the 31st day of December 2019 shall be five dollars and ninety five cents in United States currency, or its equivalent in other currency, in respect of every passenger; from for the rateable service period beginning on the 1st day of January 2020 and ending on the 31st day of December, 2020 and continuing for subsequent rateable service periods until the end of the rateable service period ending on the 31st day of December, 2022 shall be eleven dollars in United States currency, or its equivalent in other currency, in respect of every passenger; No.
18 of 2019 21 Cruise Port Finance, Development and Management Act, 2019.
(d) (e) for the rateable service period beginning on the 1st day of January 2023 and ending on the 31st day of December 2023 shall be twelve dollars and ten cents in United States currency, or its equivalent in other currency, in respect of every passenger; for the rateable service period beginning on the 1st day of January 2024 and ending on the 31st day of December 2024 and for subsequent ratable service periods thereafter, shall be $12.10 in United States currency or its equivalent in other currency plus the total compound increase in the US CPI, in respect of every passenger.
(4) The Comptroller, or the agent of the Comptroller authorized for the purposes of invoicing and collecting the tax, shall invoice the Cruise Lines, showing the total amount due in respect of the Cruise Passenger Charge and in respect of the Environmental Fee.

(5) The Cruise Passenger Charge shall be collected by the Comptroller or his agent and shall be paid into the Cruise Port Development and Management Fund established under section 13 of the Cruise Port Finance Development and Management Act, 2019.
(6) The Environmental Fee shall be paid by the Cruise Lines directly to an account designated for that purpose by the National Solid Waste Management Authority.

(7) Notwithstanding subsection (3), the Minister may, with the written consent of the Company, vary the Cruise Passenger Charge payable by a Cruise Line as an incentive to that Cruise Line.” (3) by inserting immediately after section 3 a new section 3A as follows – “3A.
Appointment of Agent of Comptroller For the purposes of sections 3(4) and 3(5) a member of the Board of Directors of the Company is an agent of the Comptroller solely for the purpose of invoicing for the Cruise Passenger Tax and collecting the Cruise Passenger Charge in accordance with this Act.” 24.

Repeal Cruise Ship Complex Development Act, 2001, No.

13 of 2001 is hereby repealed.

Cruise Port Finance, Development and Management Act, 2019.

22 No.

18 of 2019 25.


Savings The Port Authority Act, Cap.333 shall continue to apply with such modifications as are necessary to accommodate the obligations of the Government and the Company under this Act.

26.

Act binds Crown This Act binds the Crown.

No.

18 of 2019 23 Cruise Port Finance, Development and Management Act, 2019.
_________________________________________________________ CONCESSION AGREEMENT _________________________________________________________ dated DATED 31 JANUARY 2019 by (1) GOVERNMENT OF ANTIGUA AND BARBUDA (2) ANTIGUA AND BARBUDA PORT AUTHORITY (3) GPH (ANTIGUA) LIMITED Page Cruise Port Finance, Development and Management Act, 2019.

24 No.

18 of 2019 CONTENTS Clause 1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

28.

29.
Definitions and Interpretation 27 Effectiveness and Term 38 Conditions Precedent and Services Commencement Date 40 Grant of Concession 44 Authorised Representatives 47 Access and occupation rights and transition of services 48 General Construction Obligations 51 Operation of the Port 55 Payments to GOA 60 Cruise Passenger Charge and Port Charges 62 Tax 66 Set Off 67 HandBack 67 Representations and Warranties 67 Assignment 71 Change in Law 72 Insurance 73 Indemnification 76 Exclusion of Consequential Losses 77 Force Majeure 78 Termination 80 Expiry of the Term 84 Intellectual Property Rights 84 Confidentiality 85 Governing Law 87 Dispute Resolution 87 Security Rights of Lenders 88 Notices 89 Miscellaneous Provisions 91 Schedules Schedule 1 Schedule 2 Port Port Authority Services and Charges No.
18 of 2019 25 Cruise Port Finance, Development and Management Act, 2019.

Schedule 3 Steering Committee Schedule 4 Schedule 5 Schedule 6 Schedule 7 Schedule 8 Schedule 9 Schedule 10 Tax Incentives New Pier Construction Reports Lease Form of Services Commencement Certificate Transferring Employees Insurances Termination Consequences Cruise Port Finance, Development and Management Act, 2019.

26 No.
18 of 2019 This Concession Agreement is made the 31st day of January 2019 BETWEEN (1) THE GOVERNMENT OF ANTIGUA AND BARBUDA ("GoA"); (2) ANTIGUA AND BARBUDA PORT AUTHORITY, a statutory body established by section 6 of 333 Act (the “Port Authority”), (together with GoA the “Contracting Authority”) (3) GPH (ANTIGUA) Limited a company incorporated under the laws of Antigua and Barbuda with company number C0685/2019, whose registered office is at 11, Old Parham Road, St John’s Antigua, West Indies (the "Company").
(4) collectively referred to hereinafter as the "Parties" and each individually as a "Party".
RECITALS (A) (B) (C) GoA wishes to award an exclusive long term concession to the Company and the Company wishes to be awarded such concession in respect of the cruise facilities at the Port and the provision of certain cruise services at the Port and at Falmouth Harbour and Barbuda Island (all as defined below) in accordance with the terms of this Agreement, including in respect of the financing and development of certain new facilities at the Port, the operation and maintenance of certain facilities and the provision of cruise, retail and related services at the Port, Falmouth Harbour and Barbuda Island.
The Parties further intend to enter into each of the Project Agreements which together establish the contractual relations between the Parties and certain other persons, related to matters as contemplated in this Agreement, in respect of the above concession.
The Company is competent, diligent, professional and efficient in its several trades and callings and will exercise all due skill and care and are properly qualified and skilled to properly perform the management and operation of the Port and provide the Services in accordance with the Agreement.

No.

18 of 2019 27 Cruise Port Finance, Development and Management Act, 2019.
(D) Subject to the terms of this Agreement, the Company shall source the necessary financing to: a. arrange the Bond Repayment Contribution (an amount not exceeding twenty-one million US Dollars (USD 21,000,000) as provided in the definition of “Bond Repayment Contribution”) in accordance with Clause 3.2; b. arrange an amount not to exceed thirty million US Dollars (USD 30,000,000) with respect to the financing of the New Pier Works in accordance with Clause 7(1)(b); c. arrange an amount not to exceed twenty-five million US Dollars (USD 25,000,000) with respect to the New Commercial Properties in accordance with Clause 7(1)(c); and d. an amount not less than two million US Dollars (USD 2,000,000) with respect to the renovation works to the Heritage Mall Properties in accordance Clause 7(1)(d).
OPERATIVE PROVISIONS DEFINITIONS AND INTERPRETATION Definitions In the Agreement unless the context otherwise requires: "Affiliate" means, in relation to any person, any entity which controls (by means of holding more than fifty per cent (50%) of the voting shares in such person or controlling the composition of the board of directors or otherwise), or is directly or indirectly controlled by or under common control with, such person.

"Agreement" means this Concession Agreement, including the Schedules.
“Annual Revenue" means the sum of the revenues received by the Company in the relevant Year from cruise related operations and commercial real estate operations at the Port, Falmouth Harbour and Barbuda Island, pursuant to the rights granted hereunder.

Cruise Port Finance, Development and Management Act, 2019.

28 No.
28 No.

18 of 2019 "APG" means Antigua Pier Group Limited, a company incorporated under the laws of Antigua and Barbuda with company number 9084 whose registered office is at 44 Church Street, St John's, Antigua.
"Approvals" means any planning permission and all other licences, consents, permissions and approvals in respect of the Works or the Parties' obligations hereunder, including the performance of the Services, as may be required from any statutory, sub-statutory and other regulatory bodies and undertakings.

"Barbuda Island" means the area indicated on the aerial map in Schedule 1 [Port].
"Bond" means the existing debt in the form of a fixed rate bond issued by APG which is to be repaid as a Condition in accordance with clause 0.
"Bond Repayment Contribution" means an amount up to, but which shall not exceed, an overall aggregate maximum of twenty-one million US Dollars (USD 21,000,000) to be repaid by the Company to the holders of the Bond in order to terminate the Bond and any related security on behalf of APG, provided that if the liability of APG properly incurred after the date hereof in the repayment and termination of the Bond (including in respect of all accrued interest and fees) is less than twenty-one million US Dollars (USD 21,000,000), only such lesser amount shall be payable by the Company hereunder.
"Business Day" shall mean a day (excluding Saturday or Sunday) on which banks are generally open in Antigua for the transaction of normal banking business.

"Change in Law" has the meaning given in clause 0.

"Company's Documents" means the calculations, drawings, manuals, models, computer programs and other software and other documents of a technical nature (if any) supplied by or on behalf of the Company under the Agreement in respect of the Works.
"Company's Personnel" means all personnel whom the Company utilises at the Port or in connection with the Services, who may include the staff, labour and other employees of the Company and its servants and agents.

"Company's Representative" means the person named by the Company in the Agreement or appointed from time to time by the Company under clause 0, who acts on behalf of the Company.

No.

18 of 2019 29 Cruise Port Finance, Development and Management Act, 2019.
"Condition" means any of the conditions set out in clause 0.

"Contracting Authority" means GoA and/or the Port Authority.

"Contracting Authority Representative" means the Permanent Secretary of Ministry of Tourism and Investment, or such other person as may from time to time be designated in accordance with clause 0 of the Agreement.
"Cruise Line" means any cruise ship or other vessel operator or their agents using the Port, Falmouth Harbour or Barbuda Island, that will be liable to pay any of the various charges and tariffs including but not limited to Cruise Passenger Charge in order to use the Port, Falmouth Harbour or Barbuda Island (as applicable) during the Term.

“Cruise Passenger Charge” means the passenger charges to be collected by the Company from Cruise Lines for every Passenger Movement as set out under clause 0.
(4) "Direct Agreement" means a direct agreement sets out the Lender Step-in Rights in accordance with Clause 27.1 in a customary, market standard form for infrastructure projects of a similar nature to the project hereunder, to be entered into between GoA, the Port Authority and the Lenders, on the request of the Company pursuant to clause 0.
(5) "Disputes" means any dispute of whatever nature between the Parties arising under, out of, or in connection with the Agreement (including any question as to the interpretation, existence, breach, termination or validity of the Agreement).

(6) "Existing Construction Contracts" means the contracts entered into by SJDC with Meridian Construction Company Ltd of P.O.
Box 978, Road Town, Tortola, BVI, or any other contractor appointed by GoA or SJDC in connection with any dredging and/or any part of the design and construction of the New Pier Works, which are to be terminated as a Condition under clause 0, including the dredging contract dated 25 January 2018 and the works contracts for the New Pier dated 25 January 2018.
"Existing Piers" means either or both of the two existing piers, being Heritage Pier and Redcliffe Pier (also known as St Nevis street), as the context requires, as more particularly described in Schedule 1 [Port].

"Falmouth Harbour" means the area indicated on the aerial map in Schedule 1 [Port].

Cruise Port Finance, Development and Management Act, 2019.

30 No.
30 No.

18 of 2019 "Financial Close" means the date on which the Company shall have satisfied all the conditions precedent to the first drawdown under the Financing Agreements or the date on which such conditions precedent shall have been waived by the Lenders.

(7) "Financing Agreements" means the financing agreements to be entered into by the Company with the Lenders in respect of the financing that is provided to the Company in relation to the obligations, Works and Services hereunder.
(8) "Force Majeure Event" has the meaning given in clause 0.

"Fraser Family Properties" means the properties as more particularly described in Schedule 1 [Port], which may subsequently be brought within the Port in accordance with clause 0.

“Global Ports Holding Plc”, a company incorporated under the laws of England and Wales with company number 10629250, whose registered office is at 3rd Floor, 34 Brook Street W1K 5DN London, United Kingdom.
"Good Industry Practice" means the exercise of that degree of skill, diligence and prudence that would reasonably and ordinarily be expected from a skilled and experienced contractor and operator applying the standards generally adopted by professional and skilled persons involved in the safe design, construction and/or operation (as the case may be) of facilities of a type and scale similar to the Port and Works, located in conditions comparable to the location thereof.
"Government" or "GoA" means the Government of Antigua and Barbuda.

"Government Personnel" means the representatives of GoA, the Port Authority and SJDC and all other staff, labour and other employees of SJDC and APG and any other personnel notified the Contracting Authority the Company, by Representative as Government Personnel.

to "Heritage Mall Properties" means the properties, as more particularly described in Schedule 1 [Port].

"Initial Term" shall have the meaning given in clause 0.
"Intellectual Property" means all intellectual and industrial property including, without limiting the generality of the foregoing, any patent, patent application, trade mark, trade mark application, registered design, registered design application, trade name, trade secret, domain name, discovery, invention, process, formula, know-how, No.
18 of 2019 31 Cruise Port Finance, Development and Management Act, 2019. improvement, technique, copyright including rights in computer software and moral rights, unregistered design right, technical information or drawing, and database and topography rights, and rights in the nature of unfair competition and rights to sue in passing off, and including in each case any pending applications or rights to apply for registrations of any of these rights, and any analogous rights to any of these rights, wherever in the world arising.
"Land Plots" means the government parcels and the privately-owned parcels which shall be acquired or leased by GoA and which shall be leased or sub-leased, as applicable, to the Company under the Lease, as more particularly described in Schedule 1 [Port].

"Laws" means all legislation, statutes, ordinances and other laws, and regulations and by-laws of any legally constituted public authority which has effect or are in force from time to time in Antigua and Barbuda.
“Key Properties Limited” means the company which owns seven percent ( 7% )of the issued shares in APG.

"Lease" means the lease substantially in the form attached in Schedule 6 [Lease] or in such other market standard property lease form with respect to all Land Plots, with a peppercorn rent of USD 1500 (one thousand five hundred US Dollar)) per annum as is agreed by the Parties, to be entered into by GoA to the Company in respect of the Port.
"Lenders" means such persons, an identity of which will be disclosed by the Company to the Contracting Authority once determined, not being shareholders of the Company providing a credit facility to the Company in accordance with the Financing Agreements.

"Matching Offer" shall have the meaning given in clause 0.

"Minimum Variable Concession Fee Guarantee" has the meaning given in clause 0.

"Month" means a calendar month.


“National Solid Waste Management Authority Tax” means One US Dollar and fifty cents (USD 1.50) of the tax collected under subsection (2) of the National Solid Management Authority Act, 1995.

Cruise Port Finance, Development and Management Act, 2019.

32 No.

18 of 2019 "New Commercial Properties" means the new commercial facilities, including retail and food and beverage spaces to be developed by the Company on the Land Plots.
"New Commercial Properties Works" means the development works in respect of the New Commercial Properties.

"New Pier" means the marine structure currently being developed by SJDC under the Existing Construction Contracts and which is to be taken over and completed by the Company pursuant to the New Pier Construction Contract.
"New Pier Construction Contract" means the contract(s) to be entered into by the Company with the New Pier Construction Contractor(s) in connection with any dredging and/or any part of the design and construction of the New Pier Works.
New Pier Construction Contract Term Sheet" means a term sheet setting out the key terms of the New Pier Construction Contract to be entered into by the Company with the New Pier Construction Contractor(s) on or about the same date on which the GoA have procured the termination of the Existing Construction Contract in accordance with Clause 3.2(e) and effective from the Service Commencement Date.

"New Pier Construction Contractor" means Meridian Construction Company Ltd of P.O.
Box 978, Road Town, Tortola, BVI, or any other contractor appointed by the Company in connection with the design and construction of the New Pier Works or any additional or replacement contractor appointed from time to time by the Company in relation to the New Pier Works, as applicable.
"New Pier Works" means the expansion works at the Port in respect of the new third cruise pier, the progress of which is more particularly described in Schedule 5 [New Pier Construction Reports] together with the allocation of the monies paid by GoA to the New Pier Construction Contractor by date of this Agreement.
“Oasis Class Cruise Ships” means a cruise ship with a length of up to 365 metres and a gross tonnage of up to 230,000 GT together with a beam of 60.5 metres and a draught of 9.5 metres and the likes.

"Passenger Movement" means every embarking and disembarking passenger on a home port operation and/or turnaround operation and every passenger arriving on a port of call operation/in-transit at Antigua, whether or not such passenger disembarks.

No.
No.

18 of 2019 33 Cruise Port Finance, Development and Management Act, 2019.
"Port" means the area and facilities at St John's Port identified in Schedule 1 [Port] and which is comprised of the following: (a) the Existing Piers; (b) the New Pier; (c) the New Commercial Properties; (d) the Heritage Mall Properties; (e) the Fraser Family Properties (subject to agreement with the owners, as referred to in clause 0); and (f) any government properties related to the tender operation into the Port; (g) together with any other areas that are to be included by mutual agreement of the Parties within the Port under the terms of the Agreement from time to time.
"Port Authority" means the Antigua and Barbuda Port Authority, a statutory body created under the laws of Antigua and Barbuda with offices at Deep Water Harbour, St John's, Antigua and Barbuda.

"Port Authority Services" means those services to be provided and charged for by the Port Authority to the Cruise Lines as more particularly described in Schedule 2 [Port Authority Services and Charges].
"Port Charges" means the charges or other fees permitted to be made by or on behalf of the Company pursuant to clause 0 for or in respect of certain Services and/or any marine, security or other port services provided at the Port, or as may be introduced from time to time by the Company in respect of Services provided at the Port, Falmouth Harbour and Barbuda Island.
"Port Equipment" means all assets, materials, systems, machinery, apparatus, equipment and any other movable assets of any nature, as well as those that are temporarily attached to the earth for their beneficial use in relation to the Services or intended to form or forming part of the Port, but can be moved without causing damage to the maritime domain including, without limitation, all the equipment and spare parts, owned, leased or used by the Company for the performance of the Services.
For the avoidance of any doubt, terminal equipment does not encompass Cruise Port Finance, Development and Management Act, 2019.

34 No.

18 of 2019 motor vehicles, personal computers, televisions and any other similar movable assets.
"Port Infrastructure" means and includes those terminal structures and constructed works within the Port, dedicated to the commercial handling of passengers, such as all the fixtures in the (reclaimed) land, like cisterns, drains, pipes, wires, cables, ducts, sewers, channels, conduits, underground services and any other items installed for the purpose of supplying water, gas, electricity, telephone and electronic communications and for the purpose of draining away water or for allowing the escape of steam or other deleterious matters from the facilities as well as quay walls, piers, jetties, stacking yards, paving, berthing aids, bollards and including all appurtenances and components thereof.
"Port Superstructure" means and includes those terminal facilities and buildings and other facilities at the Port considered as superstructure on the maritime domain pursuant to Laws, dedicated to the commercial handling of passengers.
"Project Agreements" means: (a) the Agreement; (b) the Lease; (c) (d) (e) any services or related contracts for the provision of piloting, tendering or other services by the Contracting Authority; any other document designated as a "Project Agreement" by the Company and the Contracting Authority; and/or any document entered into or given under or in connection with, or for the purpose of amending or novating, any document referred to in this definition.
"Prolonged Force Majeure" has the meaning given in clause 0.

"Relevant Authority" means any court with the relevant jurisdiction, and any local, national or supra-national agency, inspectorate, minister, ministry, official or public or statutory person of the Government.

"Resolution Committee" has the meaning given in clause 0.

No.

18 of 2019 35 Cruise Port Finance, Development and Management Act, 2019.
"Revenue Share" means the share of Annual Revenues payable by the Company to GoA in accordance with clause 0.
"Services" means the following services to be provided by or on behalf of the Company on an exclusive basis at and/or within the Port, and, subject to clause 0, Falmouth Harbour and Barbuda Island: (a) terminal services (including but not limited to landing, luggage handling, screening, porterage); (b) water provision; (c) security services; (d) electricity provision; (e) cleaning services; (f) (g) tendering services for Cruise Lines at the Port, Falmouth Harbour and Barbuda Island; retail services (including F&B, duty free, rental of retail spaces, hospitality and advertising); and (h) organisation and management of all parking facilities within the Port.
"Services Commencement Certificate" means the certificate to be issued by the Company pursuant to clause 0 once all the Conditions have been satisfied or waived in accordance with the terms hereof, in the form set out in Schedule 7 [Form of Services Commencement Certificate].
"Services Commencement Date" means the date specified in the Services Commencement Certificate, being the later of the date on which all the Conditions have been satisfied or waived in accordance with the terms hereof and the expiry of the Transition Period.

"Shortfall" has the meaning given in clause 0.

"SJDC" means St John's Development Corporation, a statutory body created under the laws of Antigua and Barbuda with offices at Heritage Quay, St John's, Antigua and Barbuda.
Cruise Port Finance, Development and Management Act, 2019.

36 No.

18 of 2019 "Steering Committee" means the advisory committee established by the Contracting Authority and the Company and to include other representatives as the Parties agree, with the initial composition and to perform the roles as described in Schedule 3 [Steering Committee] but as more particularly agreed and as updated by the Parties from time to time.
"Term" means the duration of the concession granted to the Company hereunder, being the initial period commencing on the date hereof and expiring at end of the thirtieth (30th) year from the Services Commencement Date, as may be extended pursuant to clause 0 and subject to any earlier termination of the Agreement.

"Termination Notice" has the meaning given in clause 0.
"Transferring Employees" means the relevant employees of APG and SJDC, who are as at the date of this Agreement working exclusively and solely for the Port, to be transferred to the employment of the Company on Services Commencement Date.
"Transition Period" means twenty-eight (28) day period, or a shorter period of time as determined by the Company and notified to the Contracting Authority, commencing on the date on which the Company confirms the satisfaction or the waiver of the last of the Conditions pursuant to clause 0.

"US CPI" means US Consumer Price Index, which is a set of consumer price indices calculated and published by the U.S. Bureau of Labour Statistics.

"USD" means the lawful currency of the United States of America.
"Variable Concession Fee" means the amount payable by the Company to GoA under clause 0 per passenger in respect of which the Cruise Passenger Charge is received by the Company and any payment for any Shortfall in the Minimum Variable Concession Fee Guarantee under clause 0 in respect of a Year.
"Wilful Misconduct" means such wanton and reckless act or omission, not justified by any special circumstances, as amounts to a wilful and utter disregard for the harmful and avoidable consequences to life or property.

"Works" means any or all of the New Pier Works, the New Commercial Properties Works, the renovation of the Heritage Mall Properties or any other building or renovation works to be undertaken by the Company at the Port, as the context requires.

No.
No.

18 of 2019 37 Cruise Port Finance, Development and Management Act, 2019.

"Year" means any period of twelve (12) consecutive Months.
Interpretation Unless there is something in the subject or context inconsistent therewith: (a) the table of contents and clause headings and references to headings in the Agreement are included for convenience only and shall not affect its interpretation; (b) all references to clauses, sub-clauses, paragraphs or Schedules are to clauses, sub-clauses and paragraphs of and schedules to the Agreement; (c) words denoting the singular include the plural and vice versa; (d) references to persons include references to bodies corporate and unincorporate; (e) words importing any gender include every gender; (f) any reference to any statute shall be taken to mean any re-enactment, modification or amendment to it for the time being in force and shall include any regulation, order, direction, bye-law, permission, licence, consent, condition, scheme or other matter made under or pursuant to it; (g) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (h) any reference to a document or agreement is a reference to that document or agreement as amended.
Priority of Documents The documents forming the Agreement are to be taken as mutually explanatory of one another.

For the purposes of interpretation or in the event of any inconsistency, the priority of documents shall be in accordance with the following sequence: (a) this Concession Agreement; (b) Schedule 1 [Port]; Cruise Port Finance, Development and Management Act, 2019.

38 No.
38 No.

18 of 2019 (c) Schedule 4 [Tax Incentives] (d) Schedule 10 [Termination Consequences] (e) Schedule 5 [New Pier Construction Reports] (f) all other Schedules incorporated herein.

In the event of any inconsistency between the Agreement and the other Project Agreements, the terms of this agreement shall prevail.
Contracting Authority For the purposes of this Agreement, references to the Contracting Authority shall include GoA and the Port Authority who shall be jointly and severally liable to the Company for the performance of the obligations and liabilities of the Contracting Authority hereunder.
The Parties agree that: (a) any notice or communication to be given by the Company to the Contracting Authority shall be deemed to have been properly served on the Contracting Authority if given to either GoA or the Port Authority in accordance with the Agreement; and any notice, communication, consent, approval, instruction or other action to be given or taken by the Contracting Authority hereunder shall be deemed to have been given or taken by the Contracting Authority if given or taken by either GoA or the Port Authority.
EFFECTIVENESS AND TERM Effectiveness of the Agreement Clauses 0 to 0, 0, 0, 0-0, 0 and 0 the Schedules referred to in such clauses shall come into effect on the date hereof.

The remainder of the provisions of the Agreement are conditional upon the satisfaction or waiver of the Conditions and shall take effect as from the Services Commencement Date and shall continue in full force and effect until the Term and extension No.
18 of 2019 39 Cruise Port Finance, Development and Management Act, 2019. expiry of the Term, subject to any extension or earlier termination in accordance with the Agreement.

The initial Term shall be the period commencing on the date hereof and expiring on the thirtieth (30th) anniversary of the Services Commencement Date (the "Initial Term").
The Company shall give not less than twelve (12) Months written notice prior to the expiry of the Initial Term pursuant to clause 2.2(b), of its request to extend the concession at the expiry of the Initial Term and, if the Contracting Authority agrees to the Company’s request under clause 2.2(b), then the Term shall be extended for a further ten (10) Years, on such terms and conditions as the Parties shall agree such that the Term of the concession shall be forty (40) Years from the Services Commencement Date.
The Contracting Authority shall respond approving or disapproving the Company's extension request within sixty (60) days of the Company's notice given under clause 2.2(a).

In the event that the Contracting Authority disapproves the extension request, the Company shall have a right of first offer to continue to provide Services under the Concession Agreement for a further ten (10) Years from the expiry of the Initial Term.
Upon receipt of the Company's offer for such further ten (10) Year period, if the Contracting Authority prefers to obtain third-party offers for the Services for the equivalent duration of ten (10) Years from the expiry of the Initial Term, the Contracting Authority may seek offers from third parties which have similar expertise, experience and financial standing as the Company and to provide the same guarantees on quality and delivery of the services as apply to the Services hereunder.
The Parties agree and acknowledge that the Company shall have the right to match any offer made by a third party for providing the Services.

The Contracting Authority shall immediately inform the Company after receiving any such third party offer and the Company shall have sixty (60) days to match and make a counter-offer to the Contracting Authority for provision of those services.
Provided that the Company matches the offer in compliance with the criteria as set out in this clause 0 (a "Matching Offer"), the Company's offer may supersede any offer made by such third party and the Contracting Authority may be obliged to accept the Matching Offer, which shall not be unreasonably withheld.
In the event the Company gives the written extension request under clause 2.2(a) and the Contracting Authority disapproves such request as aforesaid and obtains third-party offers but fails to complete the process in clause 2.2(b) by the expiry date of the Initial Term, the Term hereunder shall be automatically extended for a further ten (10) Years from the expiry of the Initial Term.

Cruise Port Finance, Development and Management Act, 2019.

40 No.
40 No.

18 of 2019 CONDITIONS PRECEDENT AND SERVICES COMMENCEMENT DATE Services Commencement Certificate As soon as practicable after the later of the satisfaction or valid waiver of the last of the Conditions pursuant to clause 0 and the expiry of the Transition Period, the Company shall issue the Services Commencement Certificate which shall specify the Services Commencement Date.
Conditions The Conditions comprise all of the following: GoA shall have repaid any amount required in addition to the Bond Repayment Contribution and shall have taken or procured APG to take all relevant actions such that the security over APG's assets has been released and the Bond has been repaid and all arrangements connected thereto have been terminated in full; The Company shall have procured the payment directly to the bond holder of an amount equal to the Bond Repayment Contribution.
The Parties acknowledge and agree that the Bond Repayment Contribution shall only be paid by the Company to the bondholders provided that all conditions precedent regarding repayment of the Bond and discharge of security under the Bond documentation have been satisfied or validly waived, other than the payment of the Bond Repayment Contribution, and the documentation for the release of all security over the assets of APG has been finalised and executed (but not dated) and delivered to legal counsel acceptable to the Company to be held to the Company's order with relevant undertakings from the legal counsel in favour of the Company; The Financing Agreements shall have been executed by the Company and the Lenders and Financial Close thereunder shall have been achieved; GoA shall have procured at GoA's cost that title to all relevant properties and all relevant rights in the Port shall have vested in GoA such that GoA can grant the rights to the Company as set out in the Agreement and shall have provided satisfactory evidence thereof to the Company and all pledges, restrictions and security arrangements in respect thereof have been released and rectification of the boundary related issues with respect to parcels contained in the Land Plots; No.
18 of 2019 41 Cruise Port Finance, Development and Management Act, 2019.
Latest by the date on which the Company enters into the New Pier Construction Contract Term Sheet and effective from the Services Commencement Date, the GoA shall have procured that the Existing Construction Contracts shall have been terminated and a copy of the documents confirming such termination shall have been delivered to the Company; GoA and the Port Authority shall have delivered to the Company a certified copy of the official documentation authorising the entering into by the GoA and the Port Authority, as applicable, of the Agreement and the Lease and the grant of the rights, transactions and agreements contemplated therein; GoA and the Company shall have entered into the Lease and registered with the Land Registry of Antigua and Barbuda pursuant to Registered Land Act for a period not less than the duration of the Term and in the form of the Lease for a peppercorn rent (i.e.
USD 1500 (one thousand five hundred US Dollar)) per annum for all the Land Plots that will be included in the Lease for the purposes of this Agreement and throughout the Term of this Agreement and GoA shall have procured the assignment of its rights under the existing rental agreements in respect of the Heritage Mall Properties in favour of the Company; The project development agreement made between GoA, the Port Authority, SJDC, Key Properties Limited and APG dated 22 February 2001 and all arrangements thereunder shall have been terminated, including the entire shareholding of the Key Properties Limited in APG that relates to the part of the seabed is acquired and a copy of the documents confirming such termination shall have been delivered to the Company; GoA shall have procured and provided to the Company confirmation that any required Approvals to proceed with the matters referenced in the Agreement have been granted, including the Approvals related to the New Pier Works; GoA shall have procured the repeal of the Cruise Ship Complex Development Act, No.
13/2001, as amended and the enactment of any legislation which may be necessary to facilitate the grant the rights and the grant of concessions to the Company under Clause 4 and the performance by the Company of its obligations and Services as stipulated under this Agreement.

Cruise Port Finance, Development and Management Act, 2019.

42 No.
18 of 2019 GoA shall have procured and provided to the Company a letter of the Cabinet of the GoA granting the tax incentives in favour of the Company as set out in Schedule 4 [Tax Incentives]; GoA shall provide letters from the utility and insurance providers in respect of the Port confirming that no amounts are outstanding from the Port Authority, SJDC, and any other Relevant Authority as at the Services Commencement Date; Subject to paragraph (e), the Company shall enter into a New Pier Construction Contract Term Sheet effective from the Services Commencement Date on the key terms of the New Pier Construction Contract; GoA shall have procured the relevant legislation granting all the necessary rights to the Company to empower it to set the Cruise Passenger Charge and the Ports Charges pursuant to Clause 10; The Company shall provide a letter of intent and/or a mandate letter issued by the Lenders setting out the key terms of the Financing Agreements with respect to the Bond Repayment Contribution and for an amount not exceeding thirty million US Dollars (USD 30,000,000) with respect to the financing of the New Pier Works; The Company provide to GoA copies of its corporate constitutional documents including the certificate of incorporation, names of directors and names of shareholders holding at least 20% of the shares in the Company and the name of its auditors, if appointed; and The GoA shall provide a letter of commitment with respect to carrying out the dredging of the approach channel and the turning basin so as to enable Oasis Class Cruise Ships to access and use the New Pier as well as its completion timetable which will not be longer than the completion of the New Pier Works.
Best Efforts Each Party shall use its best efforts to cause the Conditions to be satisfied as soon as reasonably practicable after the date hereof.

No.

18 of 2019 43 Cruise Port Finance, Development and Management Act, 2019.

Each Party shall answer promptly any request for information received from the other regarding the progress being made in fulfilling the Conditions.
If at any time a Party becomes aware that any of the Conditions have been satisfied or of a fact or circumstance that might prevent any of the Conditions being satisfied, it shall promptly inform the other Party in writing.

Waiver or Failure to Satisfy the Conditions The Conditions may only be waived: (a) by GoA in the case of the Conditions in clause 0, 0, 0,0; and (b) by the Company in the case of each of the other Conditions.
In the event that any of the Conditions has not been satisfied or validly waived such that the Services Commencement Date has not occurred on or before the expiry of one hundred and twenty (120) days from the date hereof, as such period may be extended by notice in writing by the Company to GoA, the Company shall have the right to terminate the Agreement by sixty (60) days written notice of termination to GoA.
Such notice of termination shall not be given prior to the expiry of the said one hundred and twenty (120) day period and the termination shall take effect on the expiry of the sixty (60) days termination notice period unless the Services Commencement Date occurs prior to such time.
In the event that the Conditions in clauses 3.2(b), 0, 0 and 0 has not been satisfied or validly waived such that the Services Commencement Date has not occurred on or before the expiry of one hundred and twenty (120) days from the date hereof, as such period may be extended by notice in writing by GoA to the Company, and provided always that GoA has satisfied or the Company has validly waived all of the other Conditions by such time and GoA has fully complied with its requirement under clauses 3.2(b) and 0; such that the failure to satisfy the requirement in clause 3.2(b) and/or 0 is directly and solely attributable to the Company, then GoA shall have the right to terminate the Agreement by sixty (60) days written notice of termination to the Company.
Such notice of termination shall not be given prior to the expiry of the said one hundred and twenty (120) day period Cruise Port Finance, Development and Management Act, 2019.

44 No.

18 of 2019 and the termination shall take effect on the expiry of the sixty (60) days termination notice period unless the Services Commencement Date occurs prior to such time.
In the event of the termination of the Agreement pursuant to clauses 0 and 0 the Parties' obligations and entitlements in respect of compensation for such termination shall be as set out in Schedule 10 [Termination Consequences].

Steering Committee To assist in the coordination of the Works and the performance of the Services hereunder, the Parties shall establish the Steering Committee.
Within thirty (30) days following the date of this Agreement the Parties shall agree on the composition in accordance with Schedule 3 [Steering Committee] and its functions, as may be adjusted by agreement of the Parties from time to time.
GRANT OF CONCESSION Grant of Concession The Contracting Authority hereby grants to the Company, for the whole of the Term, the exclusive right and privilege at the Port and, to the extent provided for in the Agreement: (a) (b) to design, finance and build the New Pier and New Commercial Properties and such other capital improvements as the Company determines in its discretion to carry out at the Port; to possession and use of the Port and to operate, repair and maintain, the Port Equipment and Port Superstructure, and to possession and use of the Port Infrastructure, as well as to optimize the operations, commercial activities and ancillary facilities at the Port including, by using the Company's Personnel or by appointing any other person from time to time in its absolute discretion; (c) to provide the Services to Cruise Lines and passengers at the Port, Falmouth Harbour and Barbuda Island; No.
18 of 2019 45 Cruise Port Finance, Development and Management Act, 2019.
(d) (e) (f) (g) to operate and manage the Port in accordance with the Agreement and the Lease and to grant sub-leases of the retail and F&B spaces in the Port as it the considers appropriate requirements of the Agreement and the Lease); its absolute discretion (subject to in to enter into contracts with third parties for the benefit of the Company or users generally within the Port and at Falmouth Harbour and Barbuda Island, including in relation to management and facility management contracts, construction contracts, duty free shopping and operation and maintenance contracts; to charge, collect and retain the Cruise Passenger Charge and any other Port Charges, including but not limited to any security, utility, water, and any other fees or charges for Services offered to Cruise Lines or their passengers and other users at the Port and, to the extent applicable, at Falmouth Harbour and Barbuda Island, subject always to the Company's obligations to pay to GoA the Variable Concession Fee and Revenue Share in accordance with the Agreement; and to charge, collect and retain all rents and other fees in relation to facilities within the Port or related services, provided that the Company shall use its reasonable endeavours to give priority to retaining existing Antiguan small business owners and entrepreneurs within the Port, provided that such owners and entrepreneurs are complying with their respective obligations in respect thereof.
The rights and privileges granted to the Company shall apply with effect from the Services Commencement Date until the expiry of the Term or earlier termination of the Agreement.
In entering into the Agreement and any relevant Project Agreements, the Contracting Authority represents and warrants that all Approvals required for the grant of the rights hereunder by the Contracting Authority in favour of the Company and the exercise of those rights by the Company have been or will be duly granted by GoA and/or the Port Authority and/or any Relevant Authorities, including the relevant Ministerial and the Cabinet approval, and shall provide the certified copies of each to the Company.
Cruise Port Finance, Development and Management Act, 2019.

46 No.

18 of 2019 GoA shall assist the Company in providing any governmental documents or letters that the Lenders may reasonably require in relation to the Agreement, the Financing Agreements and/or refinancing, paying and terminating the Bond and other debts with respect to the Port.
Revenues arising from the Concession Subject to the provisions of the Agreement, all revenue and income generated by the Company during the Term from the provision of the Services shall belong to the Company.
No competing cruise services The Contracting Authority agrees that it shall not and shall ensure that any Relevant Authorities do not, from the date hereof and until the expiry of the Term, construct and operate or permit the construction and operation of any other cruise port or cruise terminal facilities in Antigua (other than by the Company hereunder) or perform or permit the performance by any person (other than the Company hereunder) of any services for Cruise Lines, passengers and users in Antigua equivalent to the Services.
Without limiting the Company's other rights in respect thereof, any breach of this provision shall constitute a material breach for the purposes of clause 0.
Tender operations and right to match for Falmouth Harbour and Barbuda Island The Contracting Authority hereby grants to the Company, for the whole of the Term, the exclusive right to take over and perform all tendering operations for Cruise Lines at Falmouth Harbour and Barbuda Island and to charge and retain the Cruise Passenger Charge in respect of all Passenger Movements at Falmouth Harbour and Barbuda Island.
Furthermore, the Contracting Authority agrees that the Company shall, throughout the Term, have the right to match any proposals or offers to develop and build any cruise related projects and/or render any cruise related services (in addition to the tendering operations which are the exclusive right of the Company under sub-clause 4.40 above) which are similar to the Services and including berthing operations, made by the Contracting Authority or any Relevant Authorities or any third party in respect of proposed cruise projects or services in Falmouth Harbour and Barbuda Island.
The No.

18 of 2019 47 Cruise Port Finance, Development and Management Act, 2019.

Contracting Authority agrees that any such proposals or offers should require at least similar expertise, experience and financial standing of the offeror to that of the Company and provide at least the same guarantees on quality and delivery of the services, for providing outsourced services as is provided hereunder by the Company in respect of the Services.
The Parties agree and acknowledge that the Company shall have the right to match any proposal or offer made by the Contracting Authority, any Relevant Authority or any third party for carrying out such projects or services in Falmouth Harbour and Barbuda Island.
The Contracting Authority shall immediately inform the Company after receiving any such proposal or offer and the Company shall have sixty (60) days to match and make a counter-offer to the Contracting Authority for providing equivalent projects or services.

Provided that the Company matches the offer, the Company's offer shall supersede any proposal or offer made by such other person and the Contracting Authority shall accept the Company's offer.
The Parties shall thereupon agree on and execute a concession agreement on substantially equivalent terms to this Agreement under which the Company would be granted the exclusive right to develop and operate and provide services to the Cruise Lines in respect of Falmouth Harbour and/or Barbuda Island, as applicable.
In the event that the Company does not exercise its right to match in accordance with this clause 0 and a new cruise related project is developed or services are provided by the Contracting Authority or any Relevant Authority or a third party in Falmouth Harbour or Barbuda Island, the applicable tariffs, including in respect of services equivalent to the Services and charges equivalent to the Cruise Passenger Charge to be applicable under such new cruise related project or services shall not be lower than the level of the Cruise Passenger Charge and Port Charges hereunder at the time of the commence of operations of such project or services.
AUTHORISED REPRESENTATIVES Appointment of the Contracting Authority Representative and Company Representative Prior to the Services Commencement Date, the Company shall confirm to the Contracting Authority the identity and contact details of the Company Representative appointed or nominated as the principal point of contact between the Contracting Authority and the Cruise Port Finance, Development and Management Act, 2019.

48 No.

18 of 2019 Company as regards the operation of the Agreement.
The Contracting Authority Representative is named in this Agreement.

The Contracting Authority shall notify the Company and the Company shall notify the Contracting Authority of the identity and contact details of any replacement of the Contracting Authority Representative and the Company Representative respectively who are nominated or appointed from time to time and within five (5) days of any such replacement.
ACCESS AND OCCUPATION RIGHTS AND TRANSITION OF SERVICES Access to and use of the Port GoA warrants to the Company that it has good title to the Port, and can grant to the Company the lease rights and rights of access to, occupation and use of the Port, as set out in the Agreement and the Lease, and can provide to the Company vacant possession of the aforesaid as from the times specified therefor under the Agreement.
GoA grants to the Company for the duration of the Term for the purposes of carrying out its rights and obligations in connection with the Agreement the lease rights and the rights of access to, occupation and use in respect of the Port in accordance with the Lease and shall deliver vacant possession of the same to the Company no later than the Services Commencement Date.
The Parties hereby acknowledge and agree that any failure by GoA to grant and maintain throughout the Term in favour of the Company the rights of access, occupation and use and vacant possession as referred to above shall constitute a breach of a material term or condition by the Contracting Authority for the purposes of clause 0.
Security Rules The Company acknowledges and agrees that entrance onto the Port by the Company's Personnel and its contractors shall be subject to compliance by such persons with the International Ship and Port Facility Security (ISPS) Code.

No.

18 of 2019 Transition of the Services 49 Cruise Port Finance, Development and Management Act, 2019.
During the Transition Period, the Company shall prepare an interim plan (documented in writing) for the smooth, seamless and successful transition of the Services, which the Parties shall implement as from the Services Commencement Date.
The Parties shall attend such pre-commencement meetings at the Port as may be required pursuant to the plan, which shall be attended by senior representatives of the Company, GoA, SJDC, the Port Authority, any Relevant Authorities and other applicable agencies and any other relevant stakeholders as needed.
The Parties shall liaise, collaborate and cooperate with each other and SJDC and the Relevant Authorities and other applicable agencies and take all such steps as are reasonably required to ensure that any transition is carried out successfully.
Prior to the Services Commencement Date or as otherwise provided hereunder, and in order to facilitate the transition of the Services, the Contracting Authority shall provide to the Company: (a) such access to the Port (and if applicable) Falmouth Harbour and Barbuda Island, as may be required by the Company to enable the Company to plan and implement the transition of the Services; (b) the transfer of the Transferring Employees; and (c) such data and information in the possession of the Contracting Authority, SJDC, any Relevant Authorities and other applicable agencies and any other relevant stakeholders, as the Company may reasonably require in order for it to plan and commence the Services.
Retail Space The Company has the sole and exclusive right, subject to complying with the Laws, to set, collect and retain for its own account, rent from any letting or licence to any person to use any real estate property and/or commercial real estate property within the Port.

The Cruise Port Finance, Development and Management Act, 2019.

50 No.
50 No.

18 of 2019 Contracting Authority shall ensure that neither they nor any other person (other than the Company) shall be entitled to any rent from any letting or licence to any person to use any real estate property and/or commercial real estate property within the Port.
The Contracting Authority Inspections The Contracting Authority and its authorised representatives shall retain the right of access at all reasonable times and on reasonable prior notice of not less than twenty-four (24) hours to the Company, to the Port from time to time to inspect the New Pier Works and New Commercial Properties Works from time to time and the operation and maintenance of the Port and otherwise to exercise their rights and perform their obligations under the Agreement or under Laws.
The Contracting Authority shall, and shall procure that its representatives shall, comply with the security and other rules and regulations applicable to the Port, and shall ensure that any such access by the Contracting Authority, and its authorised representatives does not adversely affect the performance by the Company of the Services or its other obligations under the Agreement.
Fraser Family Properties and other land that is subsequently acquired The Company may wish to acquire or lease the Fraser Family Properties or other waterfront land adjacent to and directly accessible from the Port and to include such land within the Port for the purposes of the Agreement.

If so determined by the Company, GoA shall use its best efforts to assist the Company with the acquisition or leasing of the Fraser Family Properties and such other land.
In the event that the Company successfully acquires or leases the Fraser Family Properties or such other land, GoA agrees that the same shall thereafter comprise part of the Port and GoA shall procure and permit the same to be operated under the duty-free zone regulations and the Customs (Duty Free Shopping) Act Cap.

127 and benefit from duty free status.

No.

18 of 2019 51 Cruise Port Finance, Development and Management Act, 2019.
GENERAL CONSTRUCTION OBLIGATIONS Construction obligations The Company shall finance and procure the design and construction of the New Pier Works in accordance with the New Pier Construction Contract and the Agreement.

The Company may also finance and procure the design and construction of the New Commercial Properties Works in accordance with sub-clause 7.1(c), as the case may be in accordance with the Agreement.
As soon as practicable following the Services Commencement Date and following the termination of the Existing Construction Contracts by GoA, the Company shall enter into the New Pier Construction Contract for the carrying out and completion of the remaining design and construction of the New Pier.

The Company shall not be obliged to invest more than thirty million US Dollars (USD 30,000,000) in respect of the New Pier Works.
The Company shall provide supporting information to demonstrate that a fixed cost contract has been negotiated for a maximum amount of e thirty million US Dollars (USD 30,000,000) maximum, with no additional liability to GoA.

The Company endeavours to procure the New Pier Construction Contractor to complete the New Pier Works within ten (10) months following the later of the date of the New Pier Construction Contract and the Services Commencement Date.
Schedule 5 [New Pier Construction Report] sets out the total amount of eight million one hundred thirty three thousand three hundred and twenty-three US Dollars (USD 8,133,323) that is spent in respect of the New Pier Works and which is payable to GoA within ten months following the Services Commencement Date.
Subject to the delivery and leasing to the Company of all required Land Plots by GoA at its cost and the grant of all required Approvals, within three (3) Years of the completion of the New Pier Works, the Company shall procure the design, construction and completion of the New Commercial Properties.

The Company intends to invest up to (but shall not be obliged to invest more than) twenty-five million US Dollars (USD 25,000,000) in the development of the New Commercial Properties Works as aforesaid.
Following the Services Commencement Date (and subject to the grant of all required Approvals), the Company shall evaluate the condition of the Heritage Mall Properties and assess whether the renovation is required to deliver the required service, quality and Cruise Port Finance, Development and Management Act, 2019.

52 No.

18 of 2019 working conditions.

The Company shall provide GoA a report on its assessment of the condition of the Heritage Mall Properties.
If the Parties agree there is a need for renovations, the Company shall carry out certain renovation works with a cost of not less than two million US Dollars (USD 2,000,000) and not more than three million US Dollars (USD 3,000,000).
The Company shall use its reasonable endeavours to procure that the New Pier Works, the New Commercial Properties Works and any renovation of the Heritage Mall Properties are carried out: (a) in accordance with Good Industry Practice, applicable Laws and the Agreement; and (b) using only suitable, good quality materials that will not be hazardous to the health and safety of any person and will ensure the long-term integrity of the New Pier and New Commercial Properties respectively.
If the Company wishes to carry out any other construction works at the Port, it shall notify the Contracting Authority accordingly and provide details to the Contracting Authority of the proposed works and shall consult with the Contracting Authority regarding the same if the Contracting Authority so requests.
Notwithstanding the foregoing and in view of the expertise of the Company in the development, operation and management of cruise terminal and related facilities, the Company shall be entitled in its discretion to determine whether or not to proceed with such works and, if it decides so to proceed, the nature, scope and extent of such works.

Approvals Each of the Parties shall be responsible for obtaining the Approvals set out in this Agreement as the responsibility of such Party.
Notwithstanding the foregoing, GoA shall procure that all Approvals required for the carrying out of the New Pier Works and the New Commercial Properties Works, or any other works as may be proposed to be carried out by the Company at the Port, shall be granted by the Relevant Authority within the time periods as provided by the relevant Laws or otherwise within a reasonable time from application, provided that the Company No.
18 of 2019 53 Cruise Port Finance, Development and Management Act, 2019. has properly applied for the same in accordance with Laws.

The Contracting Authority shall provide all reasonable assistance to the Company in respect of any Approvals to be obtained by the Company.
Progress reports The Company shall keep the Contracting Authority informed at quarterly intervals regarding the progress of the New Pier Works and the New Commercial Properties Works, or any other Works as may be carried out by the Company at the Port, by providing copies of the progress updates prepared by the contractors carrying out the respective Works.

Reporting shall continue until the Company has completed the respective works.
Site meetings The Parties shall hold site meetings as may be required by either Party during the construction of the Works.

The Parties shall be represented at all such meetings by authorised members of the Government Personnel and the Company Personnel.

Site Safety Each of the Parties shall be responsible for the adequacy, stability and safety of any site construction operations and methods of construction for works carried out by such Party.
Each Party shall in respect of any works carried out by or on behalf of such Party: (a) (b) take care for the safety of all persons entitled to be on the relevant construction sites; provide fencing, lighting, guarding and watching of their respective sites and works that is compliant with applicable Laws and the relevant requirements hereunder for the respective sites; and (c) be responsible for keeping unauthorised persons off its respective sites.
Contractors Each of the Parties shall be responsible for the acts or defaults of their contractors, sub- contractors, agents or employees, as if they were the acts or defaults of the Party itself (provided that the Company shall not be responsible to the Contracting Authority Cruise Port Finance, Development and Management Act, 2019.

54 No.
54 No.

18 of 2019 hereunder for any acts of the Contracting Authority, SJDC, or any Relevant Authority carrying out any acts, work or services at the Port for or on behalf of the Company).

Each of the Parties shall ensure that all contractors, sub-contractors, agents or employees shall be appropriately qualified, licensed, skilled and experienced to carry out the design and execution of their respective Works subcontracted to them in accordance with the requirements of the Agreement.
Port Site Data If the Company, the New Pier Construction Contractor or any other works contractors engaged by the Company encounters adverse subsurface and hydrological conditions at the Port in respect of the New Pier Works, the New Commercial Properties Works or any other Works to be performed by the Company, which were not reasonably foreseeable by an experienced contractor at the date of entering into the Agreement, the Company shall promptly give notice to GoA describing such conditions and explaining why the Company considers them to have been not reasonably foreseeable as aforesaid.
If the Company suffers any increased cost, loss or expense from such conditions, the Company shall be entitled to recover such increased cost, loss and expense from GoA or (in its discretion) set off such increased cost, loss and expense under clause 0 from other amounts due to GoA.
Pre-existing Contamination The Company shall immediately notify GoA upon becoming aware of any pre- existing contamination at the Port, and shall be entitled to suspend any of the New Pier Works, the New Commercial Properties Works or any other works to be performed by the Company which are prevented or affected or reasonably likely to be affected by the pre-existing contamination.
The Parties agree that responsibility for any contamination at the Port, that is existing as at the date of handover of the relevant part of the Port to the Company shall at all times remain with the Contracting Authority.
If the Company suffers any increased cost, loss or expense from such conditions at the Port, the Company shall be entitled to recover such increased cost, loss and expense from the Contracting Authority or (in its discretion) set off such increased cost, loss and expense under clause 0 from other amounts due to the Contracting Authority.

No.

18 of 2019 Fossils 55 Cruise Port Finance, Development and Management Act, 2019.
All fossils, coins, articles of value or antiquity, and structures and other remains or items of geological or archaeological interest found on the Port, shall be placed under the care and authority of GoA.

The Company shall take reasonable precautions to prevent the Company's Personnel, the New Pier Construction Contractor or other persons from removing or damaging any of these findings.
The Company shall, upon discovery of any such finding, promptly give notice to GoA who shall issue instructions for dealing with it.

If the Company suffers any increased cost, loss or expense from such conditions at the Port, the Company shall be entitled to recover such increased cost, loss and expense from GoA or (in its discretion) set off such increased cost, loss and expense under clause 0 from other amounts due to GoA.
Co-operation The Parties shall fully cooperate, coordinate, and liaise with each other for the proper, efficient and timely discharge of each of their duties and obligations, and the performance of the Works and Services at the Port.
As part of this responsibility the Parties shall use their reasonable efforts to: (a) (b) ensure a co-ordinated and proper the design, engineering, execution and other performance and provision of their respective works and services; interface between allow appropriate access and opportunities for carrying out work to their respective contractors, and the personnel of any Relevant Authorities, who may be employed in the execution of any works or services at the Port.
OPERATION OF THE PORT Operation of the Port The Company shall be responsible for the operation, management and, subject to clause 8.1(b), maintenance of the Port and the provision of all Services at the Port and the tendering operations at Falmouth Harbour and Barbuda Island, as applicable, subject to the provisions of the Agreement and the Lease.

Cruise Port Finance, Development and Management Act, 2019.

56 No.
56 No.

18 of 2019 The Company shall maintain at its cost the Port in a good state of maintenance and repair.

The Company shall be responsible for the maintenance of the Port Equipment and the Port Superstructure (but not the Port Infrastructure) and for upgrades to the Port as it considers appropriate.

The Contracting Authority shall maintain at its cost the Port Infrastructure in a good state of maintenance and repair.
The Contracting Authority shall, throughout the Term, provide, repair, maintain and replace at its cost at the Port the Port Infrastructure and shall carry out all necessary dredging works, all as properly required in accordance with Good Industry Practice and applicable Laws, regulations and standards and so as to ensure the suitability of the Port Infrastructure and the access to the Port for the Cruise Lines.
The Contracting Authority shall, without limiting the foregoing, carry out the dredging of the approach channel and the turning basin as required by the Company so as to enable Oasis Class Cruise Ships to access and use the New Pier.

The Contracting Authority shall thereafter maintain the dredging in such approach channel and turning basin to ensure such continued access and use.
The Company shall be entitled to notify the Contracting Authority whenever the Company considers that there is a need for any such repair or maintenance works in relation to the Port Infrastructure or dredging required to allow safe and proper access to the Port for the Cruise Lines and the Parties shall meet to discuss within seven (7) days of such notification to agree on such works and the relevant timetable.
If the Contracting Authority fails to commence the repair or maintenance or dredging works within the agreed timetable or fails to complete the required works within the proposed timetable, the Company shall have the right to carry out the repair or maintenance or dredging works itself or through the third party contractors and the Contracting Authority shall be liable for and shall pay to the Company the costs incurred by the Company in relation thereto.
If the Company suffers or incurs any liabilities, losses, damage, costs, claims or expenses by reason of any such failure of the Contracting Authority to commence or complete the repair, maintenance or dredging works under this clause 8.1(c), the Contracting Authority shall indemnify and hold harmless the Company from and against the same or (in its discretion) the Company may set off such liabilities, losses, damage, costs, claims or expenses under clause 0 from other amounts due to the Contracting Authority.
No.

18 of 2019 57 Cruise Port Finance, Development and Management Act, 2019.
The Government Personnel shall not and the Contracting Authority shall procure that SJDC, any Relevant Authority and their respective contractors shall not cause any nuisance, damage or injury to the Company, the Company's Personnel or any person or property or any unreasonable interference, prevention, inconvenience or disturbance to the provision of the Services, the use and enjoyment of the Port by the Company or to any users of the Port, occupiers or members of the public.
The Contracting Authority shall use its best endeavours to protect, defend and support the Company against any actions by any Relevant Authority that might have such effect throughout the Term.
GoA shall be responsible for obtaining all Approvals required for the operation, management and maintenance of the Port by the Company and the performance of its other obligations hereunder except to the extent that any such Approvals are to be obtained by the Company, where applicable, in accordance with this Agreement.
In carrying out the operation, management and maintenance of the Port, the Company shall use its reasonable endeavours in accordance with Good Industry Practice to ensure that the Port is safe, kept tidy and provides the level of positive visitor experience to be expected of international cruise ports.
Each of the Contracting Authority and the Company shall be responsible for the procurement and maintenance of such insurances as are required to be taken out and maintained by such Party in respect of the Port, and the provision of the Services or other activities at the Port as is set out in Schedule 9 [Insurances].
The Contracting Authority shall ensure that all insurance premiums payable in respect of the Port by GoA and/or the Port Authority and/or SJDC are fully paid as at the Services Commencement Date and that all premiums thereafter in respect of insurance that is the responsibility of the Contracting Authority hereunder are paid when the same fall due; The Company shall be responsible for implementing appropriate health, safety and environmental procedures in respect of the Port and the Services and any activities undertaken by the Company at the Port; The Company shall have the exclusive right and responsibility for managing all interactions with the Cruise Lines in respect of the Port, Falmouth Harbour and Barbuda Island and the Services and for such marketing and related activities in respect of the Port, Falmouth Harbour and Barbuda Island and the Services as it determines appropriate; Cruise Port Finance, Development and Management Act, 2019.
58 No.

18 of 2019 The Company shall use its reasonable endeavours to support local small business owners and entrepreneurs through the YES Foundation, by providing training on product and service offerings.

The Parties intend to agree on the particulars of such support and training offering in a separate agreement ancillary to the Agreement.
(n) Within 30 days following the written request of the GoA, the Company shall provide the latest available audited passenger numbers with respect to the Cruise Passenger Charge.
Other obligations of the Contracting Authority With effect from the Services Commencement Date and throughout the Term, the Contracting Authority shall make available to the Company at the Port, connections to utilities, including water, electrical power and telephone cables as reasonably required by the Company from time to time for the Works and the provision of the Services or the performance of any of the Company's other rights or obligations hereunder.
Such utility supplies shall be in the name of the Company and shall be made at the cost of the Company.

The Contracting Authority shall ensure that all customs, immigration, crime prevention, national security and other necessary governmental regulatory agencies required to perform services or functions at the Port shall exercise their respective functions efficiently and effectively at all relevant times during the Term and at no additional cost to the Company.
The Contracting Authority shall ensure that, at all times during the Term, the Port is serviced by adequate environmental protection and remediation equipment and services, adequate fire fighting services and appropriate emergency medical/rescue services in accordance with Good Industry Practice and the Laws.
The Contracting Authority shall at its own cost: be responsible for ensuring the external security of the Port and its approaches; and provide Safety and Security Services at the Port, and maintain in good working order equipment of a sufficient quantity and quality as is necessary for the provision of the No.

18 of 2019 59 Cruise Port Finance, Development and Management Act, 2019.
Safety and Security Services, including metal detectors, x-ray equipment, closed circuit television and computer communications equipment.
For the purposes of this clause, "Safety and Security Services" means the proper, suitably trained and equipped personnel providing customary crime prevention, national security and customs services to maintain peace and order in accordance with the Laws and applicable conventions relating to port security and safety and for the prevention of damage or theft and protection of persons from bodily harm.
Where any tenant or occupier at the Port has not entered into a lease or licence in respect of the relevant premises or any such lease or licence has terminated or expired, GoA undertakes as required by the Company in the Company's discretion, either (i) to terminate the use and occupation and remove the tenant or occupier from the Port; or (ii) to enter into a lease or licence with such tenant or occupier with a maximum term of one (1) year from the date of the Agreement.
Such lease or licence shall be on customary terms approved by the Company and shall include the right for GoA to assign such lease or licence, including the transfer of the full amount of security deposit paid under such lease or licence to the Company as from the Services Commencement Date.
From the Service Commencement Date, once the Company takes the possession of such relevant premises and becoming the Lessor of such premises, it shall be authorised and be responsible for the collection of the rent from the tenants.

GoA will use its best endeavours to persuade the tenants to comply with their obligations under the lease or licences to assist the Company.
Notwithstanding that GoA shall have procured that title and all relevant rights in the Port shall have vested in GoA such that GoA can grant the rights to the Company under the Agreement, in the event that any encumbrance, pledge, restriction, lien or security arrangement exists in respect of the Port or any Port Equipment, Port Infrastructure or Port Superstructure and the holder of the same seeks to take any action to enforce its security rights which would adversely affect the rights of the Company hereunder, then GoA shall procure the release and discharge of any such security rights at its cost.
If it fails to do so within a reasonable time, the Company may procure the release and discharge of any such security right and GoA shall indemnify the Company in respect thereof or the Company may set-off any costs, losses and liabilities it incurs in respect thereof pursuant to clause 12 of the Agreement.

Cruise Port Finance, Development and Management Act, 2019.

GoA/Port Authority Services 60 No.


18 of 2019 Notwithstanding the grant of the rights by the Contracting Authority to the Company hereunder, the Company acknowledges that the Port Authority may provide the Port Authority Services and charge the Cruise Lines in respect thereof in accordance with the fees set out in Schedule 2 [Port Authority Services and Charges].
The Port Authority shall manage and carry out the berthing allocations to Cruise Lines visiting the Port, Falmouth Harbour and Barbuda Island in collaboration with the Company.

Duty Free Sales GoA shall ensure that the retail areas at the Port shall benefit from duty free status and grants to the Company the exclusive right to provide duty free shopping at the Port (which right shall also apply to the retail tenants of the Company).
PAYMENTS TO GOA Payment of Variable Concession Fee In consideration of the rights granted by GoA to the Company under the Agreement, the Company shall pay to GoA the Variable Concession Fee and Revenue Share during the Term in accordance with the terms of the Agreement.
Subject to clause 0 below, the Variable Concession Fee shall be the amount as set out in the table below for each passenger in respect of which the Cruise Passenger Charge is received by the Company in the relevant Year, commencing from the Services Commencement Date: No.

18 of 2019 61 Cruise Port Finance, Development and Management Act, 2019.
Year 2019 2020 2021 2022 2023 2024 Variable Concession Fee per passenger (USD) 1.00 1.00 1.00 1.00 1.50 1.50 2025 onwards - The amount of the Variable Concession Fee shall be 17% (seventeen per cent) of the Cruise Passenger Charge for that relevant year applicable from 2025.
Notwithstanding clause 0 above, the Company guarantees to GoA a minimum Variable Concession Fee level in any Year of the Term based on a minimum of six hundred thousand (600,000) Passenger Movements in respect of which the Cruise Passenger Charge has been paid to the Company, as may be adjusted pursuant to clause 0 below (the "Minimum Variable Concession Fee Guarantee").
To the extent that the number of Passenger Movements as aforesaid, in respect of which the Variable Concession Fee is payable in any given Year under clause 0 above, is less than the Minimum Variable Concession Fee Guarantee (the "Shortfall") then the Company shall pay to GoA an amount per passenger for the Shortfall at the applicable rate set out in the table in clause 0 above.

The Variable Concession Fee shall be calculated and paid by the Company to GoA quarterly in arrears.
Such payments shall be made in USD to the bank account nominated by GoA within thirty (30) days of the end of the relevant quarter.
Any payment to be made in respect of the Minimum Variable Concession Fee Guarantee for a Shortfall shall be calculated and paid by the Company to GoA within thirty (30) days of the end of the relevant Year, provided that, for the first Year of the Term, the Minimum Variable Concession Fee Guarantee shall be pro rated for the period of the relevant Year from the Services Commencement Date to 31 December of such Year and for the final Year of the Cruise Port Finance, Development and Management Act, 2019.
62 No.

18 of 2019 Term, the Minimum Variable Concession Fee Guarantee shall be prorated for the relevant period of the Year from 1 January to the date of expiry or earlier termination of the Term.
In addition, the minimum number of Passenger Movements under the Minimum Variable Concession Fee Guarantee may be adjusted on a fair and reasonable basis by notice of the Company to GoA to take account of any reduction in total Passenger Movements which would otherwise have occurred in the relevant Year to the extent such reduction is caused or contributed to by any breach of the Agreement or negligent act or omission of GoA, Government Personnel or any Relevant Authorities or the occurrence of any Force Majeure Event.
The amount of the Variable Concession Fee from and including 2025 shall be 17% (seventeen per cent) of the Cruise Passenger Charge for that relevant year applicable from 2025.

For the avoidance of doubt, such 17% shall be calculated over the actual Cruise Passenger Charge that is charged to the Cruise Lines for that relevant year but not the capped amounts as set in the table under Clause 0.
Revenue Share From the twenty first (21st) anniversary of the Services Commencement Date until the end of the Term, the Company shall pay to GoA the Revenue Share of six and a half percent (6.5%) of the Company's Annual Revenue for such Year.
The Revenue Share for a Year shall be calculated and paid by the Company to GoA within thirty (30) days of the end of the relevant Year, provided that, for the purposes of calculating the Revenue Share, the Annual Revenue shall be pro rated for the remainder of the Year in which the twenty first (21st) anniversary of the Services Commencement Date occurs and for the final Year of the Term.
CRUISE PASSENGER CHARGE AND PORT CHARGES Cruise Passenger Charge The Parties agree that, as from the Services Commencement Date, the Cruise Passenger Charge shall be payable by the Cruise Lines to the Company in respect of each Passenger Movement at the rates set out in the table below, as may be adjusted from time to time in accordance with the Agreement.

The Company shall be entitled to receive and retain for its own account the Cruise Passenger Charge.
The Cruise Passenger Charge represents the maximum charge per passenger for the relevant Year and, when agreeing any specific rates with a Cruise Line, the Company shall consider in its discretion providing certain No.

18 of 2019 63 Cruise Port Finance, Development and Management Act, 2019. discounts due to the respective market conditions in any given Year, in order to seek to maximise the cruise passenger traffic.
Year 2019 2020 2021 2022 2023 2024 onwards Cruise Passenger Charge per passenger (USD) 5.95 11.00 11.00 11.00 12.10 - To be adjusted as specified in clause 0 below In the event that the Company wishes to introduce any additional tariff or Port Charges item (other than those referred to in the table above), this shall be subject to clause 0 or clause 0, as applicable.
The Contracting Authority represents and warrants that: (a) (b) no person other than the Company shall be entitled to charge a head charge or other charge that is equivalent to the Cruise Passenger Charge to any Cruise Lines calling at Antigua; and the Company shall be under no obligation to make any payment (other than the Variable Concession Fee) in respect of the Cruise Passenger Charge to any other person, including to any lessee, licensee (if any) or otherwise in respect of any terminals or the Port.
The maximum level of the Cruise Passenger Charge shall be subject to an annual review by the Company.

The Company shall prior to the commencement of each Year or at such other intervals as it considers appropriate, propose to GoA further changes to the Cruise Passenger Charge regime or to the maximum amount and shall consult with GoA in respect thereof.

Notwithstanding the foregoing, the Company shall be entitled in its Cruise Port Finance, Development and Management Act, 2019.

64 No.
64 No.

18 of 2019 absolute discretion to increase the maximum amount of the Cruise Passenger Charge at any time from 2024 onwards until the end of the Term to reflect the total compound increase in US CPI from 2024 by notice to GoA.
If the Company wishes to propose any increase in the Cruise Passenger Charge above the total compound increase in the US CPI as aforesaid, such increase shall be subject to GoA's approval, not to be unreasonably withheld or delayed, and the procedure set out in clause 0 below shall apply.
Where the Company wishes to propose any changes in the Cruise Passenger Charge regime above the total compound increase in the US CPI as aforesaid the Company shall not less than twelve (12) Months prior to the intended changes coming into effect, provide to GoA for its approval, the Company's proposal for such changes to the Cruise Passenger Charge regime or to the maximum amount of the Cruise Passenger Charge (if it is proposed to increase the same above the rate of US CPI as aforesaid).
Such proposals may take into account the Services available to customers, the rates payable in other competing terminals and other relevant features.

GoA shall review and respond to the Company's proposal within thirty (30) days and shall not unreasonably withhold or delay its approval.
In the event that GoA does not agree, acting reasonably, with any of the proposed changes to the Cruise Passenger Charge regime or to the maximum amount of the Cruise Passenger Charge, the Parties shall discuss such proposals in good faith with a view to resolving the disagreement.

If the Parties have not resolved any such disagreement within thirty (30) days of notification, the matter in dispute shall be referred for resolution by the Resolution Committee.
If GoA does not raise any objection to the proposed changes within such thirty (30) day period, the proposed changes will be deemed to be approved by GoA.

The Parties shall take all steps as may be necessary to enable the changes to the Cruise Passenger Charge regime to take effect as expeditiously as possible.

10.1A National Solid Waste Management Authority Tax GoA through its relevant authority shall collect the National Solid Waste Management Authority Tax.
For the avoidance of doubt, such National Solid Waste Management Authority Tax is not included in the Cruise Passenger Charge per passenger as set out in the table under Clause 0 and it is a standalone charge.

Invoicing and collection of the Cruise Passenger Charge The terms upon which any Cruise Lines visit the Port shall contain invoicing and payment provisions consistent with the following principles: No.

18 of 2019 65 Cruise Port Finance, Development and Management Act, 2019.
(a) (b) (c) the Company shall issue invoices in accordance with the requirements of the relevant terms to each Cruise Line in respect of the Cruise Passenger Charge; such invoices shall contain instructions for the respective Cruise Line to make the payment of the Cruise Passenger Charge to an account nominated by the Company for such purposes; and Company will provide GoA with reasonable substantiation of the submittal of the invoices to all visiting Cruise Lines and the receipt of payments under this clause 0.
Port Charges and Adjustment The Port Charges shall be levied in accordance with this clause 0, or as may be adjusted in accordance with the Agreement from time to time.

The Company may introduce or adjust the maximum Port Charges from time to time in its absolute discretion and will notify GoA of any such changes before the new or adjusted maximum rates take effect.

The Company shall be responsible for the negotiation of the optimum Port Charges, in its discretion, with Cruise Lines and other customers.
If other ancillary services are offered or provided from time to time by the Company, the Company shall consult with GoA in respect thereof, but the applicable tariff for such other ancillary services may be set by the Company in its absolute discretion.

Without limiting the provisions of sub-clause (b) above, the Parties acknowledge and agree that the Company shall be entitled to introduce a security fee which will be chargeable to Cruise Lines as from 2020.
Such security fee shall comprise one of the Port Charges for the purposes of the Agreement.
No interference with Cruise Passenger Charge or Port Charges Subject to clause 0 below, the Contracting Authority shall not, and shall use its best endeavours to support and assist the Company such that any Relevant Authority shall not, impose or charge any other head charge or tax, levy, duty, port use charge or other similar charge or levy in respect of the Services and shall not grant any incentives, subsidies or waivers to any third party users of the Port in respect of the full payment of Port Charges or the Cruise Passenger Charge otherwise payable by such users in respect of the Services.
In the event that any such charges are imposed or any such incentives, subsidies or waivers are granted by the Contracting Authority or by any Relevant Cruise Port Finance, Development and Management Act, 2019.

66 No.
66 No.

18 of 2019 Authority, and if the same adversely affects the amount of the Port Charges or Cruise Passenger Charge which would otherwise have been received by the Company, the reduction in any such amount may be set off against and deducted by the Company from any payments due from the Company to GoA under the Project Agreements or otherwise shall be payable by GoA to the Company as a debt hereunder.
Notwithstanding clause 0, the Port Authority shall be entitled to levy the fees and charges on users of the Port that are specifically identified in Schedule 2 [Port Authority Services and Charges] as being chargeable by the Port Authority.
TAX Taxes and Duties GoA agrees to waive all corporate income or equivalent taxes in respect of the Company for the first twenty (20) Years of the Term and shall indemnify and hold harmless the Company from and against any corporate income or equivalent taxes levied on the Company in such period in Antigua and Barbuda.
GoA confirms that there are currently no stamp duties, taxes or fees related to the importation of foreign exchange into Antigua and Barbuda in connection with the Agreement and the Services shall apply to the Company and GoA shall indemnify and hold harmless the Company from and against any such duties, taxes or fees levied on the Company in Antigua and Barbuda that may become applicable in the future.
GoA agrees to exempt the Company from the payment of withholding tax under the Income Tax Act as amended, for the first twenty (20) Years of the Term, on profits, share transfers, mortgages, repayment of mortgages, commissions, dividends and interest.

This exemption will apply to both the Company and the Lenders.
GoA agrees to waive or reduce stamp duty payable on the transfer of shares or property for the first twenty (20) years of the term of the agreement and to provide assistance and support as necessary in obtaining the relevant licence to own or lease property in Antigua and Barbuda.
In addition to the foregoing, GoA shall use its best endeavours to support and assist the Company in relation to tax matters generally and in seeking to obtain exemptions from customs and import duties, Revenue Recovery Charge (RRC) and Antigua and Barbuda Sales Tax (ABST), which would otherwise be applicable on the importation of material and equipment by the Company's or any contractor's to be used for the development of the Port any other facilities associated with the Port.

No.
No.

18 of 2019 SET OFF 67 Cruise Port Finance, Development and Management Act, 2019.
If the Company claims that the Contracting Authority is obliged to pay it any sum under or in connection with the Agreement and without prejudice to any other right or remedy of the Company (including any right or remedy of deduction or set-off), the Company shall before deduction or setting-off such sum, notify the Contracting Authority in writing, together with a written evidence of such reasonable sum, which is properly documented, deduct from any sum due or to become due to Contracting Authority under or in connection with the Agreement and from any sum retained from any payment otherwise due to the Contracting Authority, any sum due from the Contracting Authority under or in connection with the Agreement.
After such deduction or set-off, if the Contracting Authority disputes on such deduction or set-off or the amount of it, it may proceed with the dispute resolution process pursuant to Clause 0 and the Parties shall resolve the dispute pursuant to the provisions of Clause 0.
If the Contracting Authority claims that the Company is obliged to pay it any sum under or in connection with the Agreement but the Company disputes that it is obliged to pay that sum or any part thereof, the Company, without prejudice to any right or remedy of the Company, shall be entitled to withhold payment of that sum or, as the case may be, the part thereof it disputes it is obliged to pay until the dispute is resolved pursuant to the provisions of Clause 0.
HANDBACK Handback Standard Without prejudice to and subject to the terms of this Agreement, the Company shall on the expiry of the Term, hand over the Port to GoA without any further consideration.

The Port Superstructure and Port Equipment shall be handed over in a standard consistent with the required annual routine maintenance having been carried out in accordance with Good Industry Practice.
REPRESENTATIONS AND WARRANTIES Capacity and Authority of GoA and the Port Authority Each of GoA and the Port Authority represents and warrants to the Company that: Cruise Port Finance, Development and Management Act, 2019.

68 No.
18 of 2019 (a) (b) (c) (d) (e) (f) the Port Authority is a statutory body that is duly incorporated, properly organised and validly existing in good standing under the Laws; it has the power, authority and capacity to enter into and perform its obligations under the Agreement and the Project Agreements; the Agreement and the Project Agreements have been duly authorised, executed and delivered by it and the obligations of each of GoA and the Port Authority thereunder are valid and binding obligations of GoA and the Port Authority as applicable, as enforceable in accordance with the terms thereof; the execution and delivery of and its performance of its obligations under the Agreement and the Project Agreements will not cause a material breach or violation of or default under any security issued by each of GoA and the Port Authority as applicable, any agreement, contract or arrangement, whether written or oral, to which GoA or the Port Authority is a party or any of its assets are bound, or of any applicable laws, regulations or requirements; there are no actions, suits or proceedings of any kind pending or to the knowledge of GoA or the Port Authority as applicable threatened in any court or before or by any governmental authority against or affecting GoA or the Port Authority as applicable, which would materially affect GoA or the Port Authority's ability to perform its obligations hereunder; and there are no outstanding amounts due from GoA, the Port Authority, APG or SJDC in respect of the Port or any facilities thereon as at the Services Commencement Date, including in respect of the provision of services or utilities.
Capacity and Authority of the Company The Company hereby represents and warrants that: (a) it is a company duly incorporated, properly organised and validly existing in good standing under the Laws; No.

18 of 2019 69 Cruise Port Finance, Development and Management Act, 2019.
(b) it has the corporate power, authority and capacity to enter into and perform its obligations under the Agreement and the Project Agreements; (c) (d) (e) the Agreement and the Project Agreements have been duly authorised, executed and delivered by it and the obligations of the Company thereunder are valid and binding obligations of the Company enforceable in accordance with the terms thereof; the execution and delivery of and its performance of its obligations under the Agreement and the Project Agreements will not cause a material breach or violation of or default under any security issued by the Company, any agreement, contract or arrangement, whether written or oral, to which the Company is a party or any of its assets are bound, or of any applicable laws, regulations or requirements; and there are no actions, suits or proceedings of any kind pending or to the knowledge of the Company threatened in any court or before or by any governmental authority against or affecting the Company, which would materially affect the Company's ability to perform its obligations hereunder.
Capabilities of and Performance by GoA GoA further represents, undertakes and warrants that: (a) (b) as of the Services Commencement Date it has good and marketable title to the Port thereby enabling it to grant the rights to the Port and the Services in accordance with the Agreement; it has, to the best of its knowledge, made available accurate information to the Company, including as to the suitability of the Port for the Works and Services, and has not knowingly withheld material facts or information relating to the Port that would adversely impact the exercise of the rights granted hereunder by GoA to the Company; (c) as of the Services Commencement Date, it has procured the transfer of Cruise Port Finance, Development and Management Act, 2019.
70 No.

18 of 2019 the employment of the Transferring Employees from APG and SJDC to the Company and that as at the date of transfer, such Transferring Employees have no claim or entitlement to any payment or compensation in respect of the period prior to their transfer or in relation to the transfer to the Company.
If the Company suffers or incurs any liabilities, losses, damage, costs, claims or expenses by reason of any such claim or entitlement of any Transferring Employees, GoA shall indemnify and hold harmless the Company from and against the same or the Company (in its discretion) may set-off such liabilities, losses, damages, costs, claims or expenses under clause 12 from other amounts due to GoA; and (f) it has the ultimate power and authority to grant the rights to the Company to set or adjust the Cruise Passenger Charge and Port Charges hereunder in accordance with the terms of the Agreement and to grant the other rights hereunder, including to collect and retain rents from the commercial and retail tenants.
Capabilities of and Performance by the Company The Company further represents, undertakes and warrants that: (a) (b) the computer software it has the knowledge, competence, experience and expertise and will acquire the hardware, quality assurance, environmental care and enhancement programs, safety and health plans, employee competency programs, work practices and human and financial resources required to properly perform the Works and to provide the Services in accordance with the Agreement; and the Company's Personnel are competent, diligent, professional and efficient in their several trades and callings and will exercise all due skill and care, and are properly qualified and skilled to properly perform the management and operation of the Port and to provide the Services inaccordance with the Agreement.
No.

18 of 2019 71 Cruise Port Finance, Development and Management Act, 2019.

Reliance on and Repetition of Representations and Warranties The Company acknowledges that the Contracting Authority has entered into the Agreement relying on the skill, care, expertise, experience and ability of the Company to perform the management and operation of the Port and to provide the Services, and the representations and warranties in the Agreement.
The Contracting Authority acknowledges that the Company has entered into the Agreement relying on the skill, care, expertise, experience and ability of the Contracting Authority to perform its obligations hereunder, and the representations and warranties in the Agreement.
The Parties agree that each representation and warranty set out in this clause 0 shall be construed independently and the meaning given to any one such representation and warranty shall not be restricted by reference to any other representation and warranty.

The Parties agree that each representation and warranty set out in this clause 0 shall be deemed to have been repeated by the relevant Party on the Services Commencement Date.
ASSIGNMENT Assignment by GoA and/or the Port Authority The rights and obligations of GoA and/or the Port Authority under the Agreement or any of the Project Agreements shall not without the Company's prior consent (not to be unreasonably withheld or delayed) be assigned, novated or otherwise transferred (whether by virtue of any Law or any scheme pursuant to any Law or otherwise) to any person.
Assignment by the Company Subject to clause 0, the Company shall not without the prior written consent of the Contracting Authority (not to be unreasonably withheld or delayed) assign, novate or transfer any of its rights or obligations under the Agreement or any of the Project Agreements to any person.

Notwithstanding the foregoing, the Company will be, at all Cruise Port Finance, Development and Management Act, 2019.

72 No.
72 No.

18 of 2019 times, entitled to assign or transfer all or any of its rights, benefits or obligations under this Agreement to any Affiliate, and other entities that may be formed for the carrying out of any obligations, Works or Services hereunder by virtue of a potential restructuring process without consent.
Novation of the Agreement Upon notification of the Company, GoA, the Port Authority and the Company shall enter into a novation agreement with an Affiliate of the Company under which the rights and obligations of the Company shall be novated to the Affiliate, as the case may be, as if the Affiliate, as the case may be, had entered into this Agreement at the time of signing in place of the Company.
The form of such novation agreement will be on such customary terms as are notified by the Company to GoA and the Port Authority.

ExceptionClause 0 shall not apply to the grant of any security for any loan or credit facility made to the Company by the Lenders including any assignment by way of security.
CHANGE IN LAW Definition A "Change in Law" means any change in any Laws, which is applicable only or primarily to (i) the Company, or (ii) operators, owners, service providers or concessionaires of infrastructure assets in Antigua and Barbuda, or (iii) providers of services in Antigua and Barbuda to Cruise Lines which are similar to any of the Services, that would be in each case have a material adverse effect or punitive effect on the financial position of the Company or would otherwise materially hinder the performance of the Company's obligations under the Agreement or the Project Agreements including but not limited to reduction in or introduction of taxes, levies and charges on the Cruise Passenger Charge and Port Charges by GoA, the Port Authority and/or any Relevant Authority.
GoA agrees that it will not take or procure other relevant institutions, as the case may be, take actions constituting the Change in Law unilaterally, without discussing the same with the Company.

No.

18 of 2019 Notice of Change in Law 73 Cruise Port Finance, Development and Management Act, 2019.
If GoA is in breach of the second limb of Clause 16.1, the Company in its own discretion may terminate the Contract in accordance with Clause 0 and/or shall give notice to GoA of the circumstances constituting the Change in Law within twenty-eight (28) days of becoming aware of the Change in Law, including: (a) details of the Change in Law; (b) (c) (d) details of the material adverse effect on the financial position of the Company or of the impact on the performance of the Company's obligations under the Agreement or the Project Agreements as a result of the Change in Law; details of the action that the Company has taken and proposes to take to mitigate the adverse effects of the Change in Law (to the extent practicable); and an estimate of the time during which the Company will be unable to carry out any affected Works or Services due to the Change in Law (if applicable).
Effects of Change in Law If the Company suffers or incurs any liabilities, losses, damage, costs, claims or expenses by reason of any such Change in Law notified under clause 0 above, GoA shall indemnify and hold harmless the Company from and against the same.
INSURANCE Construction insurance While the Works are in progress, the Company shall maintain or shall procure that the New Pier Construction Contractor or any other contractor engaged with respect to the Works shall maintain adequate construction-related insurance with respect to the relevant Works and all construction-related equipment and materials, at least to the extent required by this clause 0 and applicable Laws and in accordance with Good Industry Practice, including: Cruise Port Finance, Development and Management Act, 2019.
74 No.

18 of 2019 (a) third party general liability insurance; (b) automobile liability insurance; (c) employer's liability and accident liability insurance; and (d) contractor's all risk insurance (including contractor's equipment).
Port Infrastructure The Contracting Authority shall maintain or cause to be maintained adequate insurance with respect to the Port Infrastructure and its activities at the Port, at least to the extent required by this clause 0 and applicable Laws and in accordance with Good Industry Practice, including: (a) property damage insurance; (b) third party general liability insurance; and (c) employer's liability and accident liability insurance.
Port Superstructure From and after the Services Commencement Date, the Company shall maintain or cause to be maintained, adequate insurance with respect to the Port Superstructure and the performance of the Services, at least to the extent required by this clause 0 and applicable Laws and in accordance with Good Industry Practice, including: (a) property damage insurance; (b) third party general liability insurance; (c) Public liability insurance; and No.
18 of 2019 75 Cruise Port Finance, Development and Management Act, 2019.

(d) employer's liability and accident liability insurance.
Minimum Requirements The insurance required by clauses 0- 0 above shall satisfy the minimum requirements set forth in Schedule 9 [Insurances] of the Agreement, unless insurance satisfying such requirements shall either be unavailable in the insurance market or available only on such terms that reputable persons following Good Industry Practice and carrying out operations similar to the operations of the relevant Party have generally ceased to maintain such insurance cover.
In such event, the Parties shall decide on the appropriate modification to the insurance requirements that would be obtainable on commercial reasonable terms.

The Company shall be responsible for the cost of the insurances required by clauses 0 and 0.

The Contracting Authority shall be responsible for the cost of the insurances required by clause 0.

The Party responsible for the cost of the insurances as aforesaid shall bear any deductible under such insurances.
Beneficiaries The Company, the Company's sub-contractors including the New Pier Construction Contractor, the Lenders, GoA and the Port Authority shall be named as additional insureds (as appropriate and as their respective insurance interests may appear under the policies described in clauses 0 to 0).

The insurer(s) shall waive its rights of subrogation with respect to these additional insureds.
Market Practice The relevant Party shall maintain all the insurance coverage required under this clause 0 on the best terms reasonably available with reliable insurers of adequate financial strength and experience.

Notification Prior to the start of coverage under any insurance policy required by this clause 0, the Party taking out the relevant insurance policy shall submit to the other Party a copy of the relevant policy or a certificate summarising policy cover.
Written notice of cancellation, non-renewal, material change of the coverage or any limits reduction in such policies shall be provided to the Company and the Contracting Authority.

Upon reasonable Cruise Port Finance, Development and Management Act, 2019.

76 No.

18 of 2019 request by the other Party, a Party shall provide certificates specifying the types and amounts of coverage in effect and the expiration of each policy together with receipt for the premiums.
INDEMNIFICATION Company Indemnities The Company shall indemnify and hold harmless the Contracting Authority and Government Personnel and their respective agents, against and from all claims, damages, losses and expenses (including reasonable legal fees and expenses) in respect of: (a) bodily injury, sickness, disease or death, of any person; or (b) damage to or loss of any property, real or personal; arising out of or in the course of or by reason of the performance of the Works, the management and operation of the Port and/or the provision of the Services (except to the extent performed by the Contracting Authority hereunder) or arising out of any breach of contract or statutory duty or other failure of the Company or its sub-contractors, except to the extent attributable to any negligence, Wilful Misconduct or breach of the Agreement by the Contracting Authority, Government Personnel, the Government or any Relevant Authority or of any of their respective agents.
The maximum liability of the Company in respect of any damage to or loss of any property, real or personal, hereunder shall be limited to and shall not exceed such amounts as the Company is required to insure for in respect of such damage or loss pursuant to clause 0.
The Contracting Authority Indemnities The Contracting Authority shall indemnify and hold harmless the Company and the Company's Personnel and the Company's contractors and their personnel, and their respective agents, against and from all claims, damages, losses and expenses (including reasonable legal fees and expenses) in respect of: (a) bodily injury, sickness, disease or death, of any person; or (b) damage to or loss of any property, real or personal; No.
18 of 2019 77 Cruise Port Finance, Development and Management Act, 2019. arising out of or in the course of or by reason the provision of any services at the Port to the extent performed by the Contracting Authority hereunder or any breach of contract or statutory duty or other failure of the Contracting Authority, Government Personnel or any Relevant Authority or of any of their respective agents, except to the extent attributable to any negligence, Wilful Misconduct or breach of the Agreement by the Company, its personnel or agents.
Recovery under Insurance If a Party indemnified under this clause 0 is entitled to recover any proportion of the losses against which it is indemnified under the insurance required to be maintained by it under clause 17 or any other insurance coverage maintained by it, the indemnified Party shall make a claim against such insurance.
The indemnifying Party's liability under this clause 0 shall be reduced by the amount recovered by the indemnified Party under such insurance and such amount shall be reimbursable by the indemnified Party to the indemnifying Party against sums received pursuant to this clause 0.

However, there shall be no restriction on the indemnifying Party's obligation to pay sums due under this clause 0 pending resolution of any insurance claim.
For the avoidance of doubt, the indemnifying Party shall remain responsible for the payment of any excess on such insurance and any amount which is not covered under the insurance.
EXCLUSION OF CONSEQUENTIAL LOSSES Neither the Contracting Authority nor the Company shall be liable to the other Parties for any loss of profit, loss of contract, loss of product or business interruption or loss of use, or for any indirect or consequential losses, special, punitive or exemplary damages suffered by the other Parties arising out of or in connection with the Agreement, other than in respect of (a) any indemnities given by the Parties; (b) amounts otherwise payable under clauses 0, 0 and 0; (c) those payments in respect of termination as are specified in clause 0 and Schedule 10 [Termination Consequences]; and Cruise Port Finance, Development and Management Act, 2019.
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18 of 2019 (d) any liability for fraud or Wilful Misconduct by the Parties and their respective officers, employees and agents.
FORCE MAJEURE Definition "Force Majeure Event" shall mean any event which has an impact, which is unforeseen as at the date hereof and which is beyond the reasonable control of the Company or its respective sub-contractors, and which such party could not reasonably have provided against before entering into the Agreement and could not reasonably have avoided or overcome and shall include, without limitation, but provided always that the above conditions are met, the occurrence of the following: (a) war, whether declared or not, hostility, rebellion, revolution, riot, insurrection, civil commotion, invasion by a foreign enemy, armed conflict, act of terrorism, sabotage or protester action, commotion or disorder; (b) embargo, trade sanctions or any other action of any foreign authority of legislative nature; (c) radiation or chemical contamination; (d) pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds; (e) operation of the forces of nature such as earthquake, landslide, fire, flood, hurricane, an exceptionally severe storm or other natural or physical event of relevance; (f) epidemics or quarantine, against which the affected Party could not reasonably have been expected to take precautions; or No.
18 of 2019 79 Cruise Port Finance, Development and Management Act, 2019.

(g) any general or other strike or industrial action unless restricted to employees of the affected Company or its sub-contractors.
Notice of Force Majeure If the Company is or will be prevented from performing any of its obligations under the Agreement by a Force Majeure Event, then it shall give notice to the Contracting Authority of the circumstances constituting the Force Majeure Event and shall specify the obligations, the performance of which is or will be prevented.
Within a further seven (7) days or such other period as the Parties shall agree, the Company shall give a second notice with full particulars of the Force Majeure Event and in so far as known the probable extent to which it will be unable to perform or be delayed in performing such obligation, which shall include the following: (a) details of the Force Majeure Event; (b) details of the Company's obligations under the Agreement that are adversely affected by the Force Majeure Event; (c) details of the action that the Company has taken and proposes to take to mitigate the adverse effects of the Force Majeure Event; and (d) an estimate of the time during which the Company will be unable to carry out the affected obligations due to the Force Majeure Event.
Effect of a Force Majeure Event The Company shall, having given notice pursuant to clause 0, be excused performance of the affected obligations for so long only as such Force Majeure Event prevents it from performing them.

The Company shall at all times use all reasonable endeavours to minimise any delay in the performance of its obligations under the Agreement as a result of a Force Majeure Event.
The Company shall resume and continue performance hereunder immediately after the Force Majeure Event ceases and shall give notice to the Contracting Authority within Cruise Port Finance, Development and Management Act, 2019.

80 No.

18 of 2019 three (3) days or such other period as the Parties shall agree of the cessation of the Force Majeure Event or of its becoming aware of such cessation.
Subject to any express provision of the Agreement to the contrary, the Company shall not be entitled to claim or receive any compensation in respect of any loss, damage, liability or cost suffered or incurred as a result of or in connection with such Force Majeure Event from the Contracting Authority.
Prolonged Force Majeure In the event that any Force Majeure Event prevents the performance by Company of any material obligation under the Agreement for a period of more than twenty-four (24) consecutive Months (a "Prolonged Force Majeure") then the Company shall be entitled to terminate the Agreement by serving notice upon the Contracting Authority.

The payments to be made in connection with such termination shall be as specified in Schedule 10 [Termination Consequences].
TERMINATION Termination for failure to satisfy the Conditions GoA and/or the Company, as applicable, shall have the right to terminate the Agreement for a failure to satisfy the Conditions pursuant to the requirements of clauses 0 and 0.
Termination for Company Default GoA shall be entitled to terminate the Agreement in the following circumstances: the Company fails to make any payment due to the Contracting Authority under the Agreement (other than a payment which is the subject of a bona fide dispute) of an amount or amounts exceeding one million US Dollars (USD 1,000,000) within ninety (90) days of a notice sent by the Contracting Authority to the Company requiring payment after the relevant due date for such payment; (a) the Company becomes subject to any event of bankruptcy, insolvency, liquidation, amalgamation, reconstruction, reorganisation, administration, administrative or other receivership, winding up or dissolution, or any No.
18 of 2019 81 Cruise Port Finance, Development and Management Act, 2019. equivalent or analogous proceedings by whatever name known and in whatever jurisdiction or any cessation of business, or any step taken (including the presentation of a petition or the passing of a resolution) for or with a view to any of the foregoing and a court having jurisdiction has entered a decree or order adjudging the Company as bankrupt or insolvent and the Lenders have not exercised their step-in rights pursuant to clause 0; and (b) the Company is in breach of a material term or condition under the Agreement (and provided always that such breach has not been directly or indirectly caused or contributed to by any breach of the Agreement, negligence or act or omission of GoA and/or the Port Authority and/or any Relevant Authority) and where such breach is capable of remedy, fails to remedy or substantially commence such remedy within ninety (90) days after receipt of a notice from the Contracting Authority requiring it to do so and thereafter to complete the remedying of the breach in accordance with the programme of remedial action agreed between the Company and the Contracting Authority.
Termination for the Contracting Authority Default The Company shall be entitled to terminate the Agreement in the following circumstances: The Contracting Authority fails to make any payment due to the Company under the Agreement (other than a payment which is the subject of a bona fide dispute) of an amount or amounts exceeding one million US Dollars (USD 1,000,000) within ninety (90) days after receipt of a notice sent by the Company to the Contracting Authority requiring payment after the relevant due date for such payment; The Port Authority becomes subject to any event of bankruptcy, insolvency, liquidation, amalgamation, reconstruction, reorganisation, administration, administrative or other receivership, winding up or dissolution, or any equivalent or analogous proceedings or any cessation of business, or any step taken (including the presentation of a petition or the passing of a resolution) for or with a view to any of the foregoing or ceases to have the power or authority to exercise its rights or perform its obligations under the Agreement and no public authority satisfying the requirements of clause 0 assumes such rights and obligations of the Port Authority within twenty-eight (28) days of a notice from the Company to the Port Authority requiring such change; Cruise Port Finance, Development and Management Act, 2019.
82 No.
18 of 2019 The Contracting Authority is in breach of a material term or condition under the Agreement and where such breach is capable of remedy, fails to remedy or substantially commence such remedy within sixty (60) days after receipt of a notice from the Contracting Authority requiring it to do so and thereafter to complete the remedying of the breach in accordance with the programme of remedial action agreed between the Contracting Authority and the Company; and The Contracting Authority or any other Relevant Authority in Antigua and Barbuda (i) improperly seizes, requisitions or takes substantial steps to requisition assets belonging to the Company and does not return such assets within twenty-eight (28) days after receipt of a notice from the Company requiring it to do so or, (ii) without just cause, withdraws or refuses to grant any Approvals required by the Company for the purposes of its performance under the Agreement or, (iii) takes any action which has the effect of materially adversely affecting or impeding, disrupting or preventing the exercise by the Company of the rights granted to it hereunder.
Termination for Prolonged Force Majeure The Company may terminate the Agreement for a Prolonged Force Majeure in accordance with the provisions of clause 0.

Termination Notice and Effect on other Project Agreements Any termination pursuant to clause 0-0 above shall be effected by the terminating Party sending notice to that effect to the other Party ("Termination Notice") subject to the expiry of any cure periods and receipt of notices as set out in the above clauses (as may be applicable).
Any Termination Notice sent pursuant to clause 0 shall become effective twenty-eight (28) days after being delivered, unless the relevant termination event has been cured prior to such time or, in the case of the termination events set forth in clauses 0 or 0, where the relevant termination event may not reasonably be cured within twenty-eight (28) days, the defaulting Party has substantially commenced to cure such termination event within twenty-eight (28) days and diligently pursues the cure to completion in such manner as is agreed by the Parties.
Any entitlement of a Party to terminate the Agreement shall also constitute an entitlement for such Party to terminate the other Project Agreements entered into by the Parties.

The Parties acknowledge and agree that any termination of the Agreement shall automatically terminate the Lease and that the rights and liabilities of the Parties in respect of such termination shall be governed by the provision of this clause 0.

Furthermore, where a No.


18 of 2019 83 Cruise Port Finance, Development and Management Act, 2019.
Project Agreement includes a third party or parties in addition to the Company, GoA or the Port Authority as the case may be, on any termination of the Agreement, the relevant Project Agreement shall where practicable be amended to terminate, whether by novation to another party or otherwise, the rights and obligations of the Company under such Project Agreement as from the date of termination of the Agreement.
The Parties shall co-operate with one another and with any such third party and shall execute all such documentation and do all such things as may be reasonably required to give effect to this clause 0.

Payments on Termination In the event of a termination pursuant to clause 0 to 0 above, the payments to be made by the Parties in connection with such termination shall be calculated in such amounts and payable in such manner as determined in accordance with Schedule 10 [Termination Consequences].
Survival of Obligations Upon the termination of the Agreement, the Parties shall have no further rights or obligations hereunder except for rights and obligations which arose prior to, or as a result of such termination, and those rights and obligations which expressly survive termination pursuant to the Agreement.

Notwithstanding the foregoing, the provisions of those clauses as are necessary to be invoked beyond the duration of the Agreement shall survive the termination of the Agreement.
Other Consequences of Termination Upon any termination of the Agreement: (a) the Company shall vacate the Port in a safe manner; (b) (c) the Company shall transfer to GoA or its nominees title to any equipment at the Port (if applicable) that is used by the Company for the performance of the Services at the Port, the title to which was vested in the Company; the Company shall assign the rights and transfer obligations under agreements concluded by the Company regarding the Works (if applicable) and the Services to GoA or its nominee as required by GoA (to the extent such rights and obligations are assignable) and shall use its Cruise Port Finance, Development and Management Act, 2019.
84 No.

18 of 2019 reasonable endeavours to procure that third parties involved grant their consent to such assignment of rights and transfer of obligations; (d) the Company shall provide to GoA copies of material documents, manuals and as-built drawings in its possession in connection with the design and construction of the New Pier Works (if applicable).
EXPIRY OF THE TERM Upon the expiry of the Term: (a) the Company shall vacate the Port in a safe manner; (b) (c) the Company shall transfer to GoA or its nominees title to any equipment at the Port (if applicable) that is used by the Company for the performance of the Services, the title to which was vested in the Company; the Company shall assign the rights and transfer obligations under agreements concluded by the Company regarding the Services to GoA or its nominee as required by GoA (to the extent such rights and obligations are assignable) and shall use all reasonable efforts to procure that third parties involved grant their consent to such assignment of rights and transfer of obligations; (d) the Company shall provide to GoA copies of material documents, manuals and as-built drawings in its possession in connection with the design and construction of the New Pier (if applicable).
INTELLECTUAL PROPERTY RIGHTS Ownership of Intellectual Property As between the Parties, the Company shall retain the Intellectual Property in the Company's Documents and other design documents made by (or on behalf of) the Company for the purposes of the Agreement.

No.

18 of 2019 85 Cruise Port Finance, Development and Management Act, 2019.
As between the Parties, GoA or the Port Authority as applicable shall retain the Intellectual Property in the documents made by (or on behalf of) GoA or the Port Authority.

The Company may, at its cost, copy and use these documents for the purposes of the Agreement.

They shall not, without GoA or the Port Authority's consent, as applicable, be copied, used or communicated to a third party by the Company, except as reasonably required for the purposes of the Agreement.
Authority to Use Subject to the provisions of clause 0, the Company hereby grants the Contracting Authority a perpetual, non-exclusive, royalty-free licence to copy, use and communicate the Company's Documents for the purpose of performing its rights and obligations under the Agreement.
This licence shall apply throughout the actual or intended working life (whichever is longer) of the Works and entitle any person in proper possession of the relevant part of the Works to copy, use and communicate the Company's Documents for the purposes of completing, operating, maintaining, altering, adjusting, replacing and repairing and demolishing the Works.
CONFIDENTIALITY Restricted Information Restricted information to which this clause 0 applies shall include (i) all documentation, data and other information whether written or oral, in any form, which is communicated by GoA, the Port Authority and/or SJDC to the Company or by the Company to GoA, the Port Authority and/or SJDC under or in connection with the Agreement and is marked as confidential by the disclosing Party or would reasonably be considered as confidential to the disclosing Party; and (ii) the terms of the Agreement, in each case other than information: (a) which is or hereafter becomes generally available in the public domain other than by the unauthorized actions of the Parties; or (b) which has lawfully come into possession of the receiving Party otherwise than in breach of a duty of confidence to the other Party; or (c) which the receiving Party can prove to the reasonable satisfaction of the other Party was disclosed to the relevant Party by a third party who has the unrestricted legal right to disclose that information; or Cruise Port Finance, Development and Management Act, 2019.
86 No.

18 of 2019 (d) which is required to be disclosed by any applicable laws (including any order of a court of competent jurisdiction), any relevant governmental or other competent regulatory authority or any recognised stock exchange (but only to the extent so required).
Restrictions No Party shall, without the previous written consent of the other Parties, use, publish or disclose to any person, nor cause or permit any of its servants or agents to use, publish or disclose any restricted information otherwise than for the performance of its duties under the Agreement.
If so required by a Party, the other Parties shall cause any of its servants, agents or sub-contractors to enter into direct written obligations to the first Party to comply with the provisions of this clause 0.
Disclosure of Restricted Information Notwithstanding clause 0 above, a Party may disclose any such restricted information to (i) any of its professional advisors in connection with the matters contemplated under the Agreement, (ii) existing or prospective Lenders for the Works and their professional advisers in connection with the financing of the Works; (iii) in the case of the Company, prospective investors and their professional advisers in connection with any offering of shares in the Company, and (iv) its Affiliates, and provided always that the person to whom the restricted information is to be disclosed shall, if so requested by the Party originally providing the restricted information, enter into a direct obligation to the relevant Party to comply with the provisions of this clause 0.
Survival This clause shall remain binding on the Parties for duration of six (6) Years after the expiry of the Term or earlier termination of the Agreement.

No.

18 of 2019 GOVERNING LAW Governing Law 87 Cruise Port Finance, Development and Management Act, 2019.

The construction, validity and performance of the Agreement and all non-contractual obligations arising from or connected with the Agreement will be governed by and construed in accordance with the laws of Antigua and Barbuda.
Sovereign Immunity GoA hereby agrees not to claim and hereby expressly waives any immunity from suit or arbitral proceeding or from judicial enforcement of any arbitral award or other judgement relating to matters arising under the Agreement and the Project Agreements on grounds of sovereignty or otherwise to which GoA or any permitted assignee may be entitled.

DISPUTE RESOLUTION Amicable Settlement The Parties shall attempt to resolve any Dispute through discussions between them.
In the event that they are unable to rapidly resolve such matter, it shall, upon the written request of either Party, be referred to senior management officials of the Parties (the "Resolution Committee"), who shall confer with one another and attempt to resolve the same by amicable discussions.

The Resolution Committee shall consist of two members from each of the Company and GoA and such members shall be of a seniority of senior executive or board director level or equivalent within the Government.
Arbitration Unless settled amicably or by the Resolution Committee, any Dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
The number of arbitrators shall be three (3) and the seat, or legal place, of arbitration shall be London, United Kingdom provided that the Parties agree that hearings may take place in Antigua.

Cruise Port Finance, Development and Management Act, 2019.

SECURITY RIGHTS OF LENDERS Lenders Step-in 88 No.

18 of 2019 As a condition to enter into a financing arrangement and upon the request of the Company, each of GoA and the Port Authority shall enter into the Direct Agreement with the Lenders.
Before entering into the Direct Agreement, the GoA has the right to negotiate the terms of the Direct Agreement.

The Parties acknowledge that the Lenders may wish (to the extent permitted by the Laws) to nominate a substituted entity for the Company ("Lender Step-In Rights") if (i) an event of default has occurred under the Financing Agreements and/or (ii) the Company has failed to cure any default within the cure period specified in clause 0.
In such case, the Lenders shall be entitled to utilise the Lender Step-In Rights by applying to GoA to nominate the relevant proposed substituted entity and at the same time providing GoA with all necessary information verifying that the conditions set out in paragraph (c) below are met in accordance with the provisions of the Direct Agreement.
The Parties acknowledge that the Lender Step-in Rights under the Direct Agreement will not extend the Term of this Agreement nor the Contracting Authority take over any financial obligation of the Company under the Financing Agreements.
The substituted entity nominated by the Lenders shall be entitled to be substituted for the Company if such entity is legally and validly constituted, is a fit and proper legal person or entity and has the legal, technical and financial capability and human resources to enter into such agreements as may be required to give effect to the substitution and such substituted entity is otherwise acceptable to GoA in accordance with the Direct Agreement.
GoA shall inform the Lenders of its acceptance or not of the relevant substitution provided that GoA shall accept the relevant substitution if the substituted entity fulfils the conditions described in paragraph (c).
If GoA informs the Lenders of its acceptance of the relevant substitution in accordance with the Direct Agreement, the substituted entity nominated by the Lenders shall be thenceforth substituted for the Company and the Company shall and shall procure that the Lenders and the substituted entity shall do all such things and enter into all such agreements as may be reasonably necessary to give effect to such substitution.

No.

18 of 2019 89 Cruise Port Finance, Development and Management Act, 2019.
In the event a substitute entity replaces the Company pursuant to Clause 27(d) above and upon request of GoA, the Company shall consent the Lenders to provide the copies of the Financing Agreements with any redactions of the relevant commercially sensitive information, as the Lenders may deem necessary.
NOTICES Delivery Any notice, notification or other communication to be given by one Party to another under, or in connection with, the Agreement shall be in writing (which shall include text transmitted by email) and signed by or on behalf of the Party giving it (which shall include a scanned manuscript signature).
It shall be served by sending it by email (in a form that identifies the sender and clearly indicates the subject matter of the notice in the subject heading of the e-mail) to the e-mail address set out in clause 0 or by delivering it by hand (which shall include by courier, whether local or international), or sending it by prepaid recorded delivery (return receipt requested), to the address set out in clause 0 and in each case marked for the attention of the relevant Party (or to an alternative email or address as otherwise notified from time to time in accordance with the provisions of this clause 0).
Any notice so served by email, hand or post shall be deemed to have been duly given: (a) in the case of delivery by hand, when delivered; (b) (c) if sent by email, when the sender receives an automated message confirming delivery or four (4) hours after the time at which the email is sent (as recorded on the device from which the sender sent the email), whichever occurs first, unless the sender receives an automated message that the email has not been delivered in which case the relevant notice will be deemed not to have been served; and in the case of prepaid recorded delivery, at the time and date of delivery (as recorded), provided that in each case where delivery by hand or by email occurs after 5 pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9 am on the next following Business Day.
Cruise Port Finance, Development and Management Act, 2019.

Addresses 90 No.

18 of 2019 The addresses and fax numbers of the Parties for the purpose of clause 0 are as follows: GoA: Address: The Ministry of Tourism, Queen Elizabeth Highway, St John’s Antigua Email: walter.p.christopher@gmail.com or pstourism@ab.gov.ag Attention of: Permanent Secretary, Ministry of Tourism.
The Port Authority: Address: Deep Water Harbour, St John’s Antigua Email: port.manager.antigua@gmail.com Attention of: Port Manager For the avoidance of doubt any notice given by the Company to either GoA or the Port Authority shall be served to both GoA and the Port Authority.
Company: Address: 3rd Floor, 34 Brook Street, London W1K 5DN, United Kingdom Email: eceg@globalportsholding.com Attention of: Chief Legal Officer Either Party may change its nominated contact details by giving at least fifteen (15) days prior written notice to the other in writing.

No.

18 of 2019 91 Cruise Port Finance, Development and Management Act, 2019.
MISCELLANEOUS PROVISIONS Waiver / Non-Waiver of Rights No variation or waiver of any provision or condition of the Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties (or, in the case of a waiver, by or on behalf of the Party waiving compliance).
Unless expressly agreed, no variation or waiver of any provision or condition of the Agreement shall constitute a general variation or waiver of any provision or condition of the Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to the Agreement which have already accrued up to the date of variation or waiver, and the rights and obligations of the Parties under or pursuant to the Agreement shall remain in full force and effect, except and only to the extent that they are so varied or waived.
Except as otherwise expressly provided in the Agreement, any failure or delay by a Party in exercising any right under the Agreement shall not constitute a waiver of that right and shall not affect the validity of the Agreement nor any part thereof or the right of the Parties to enforce its terms.

Any consent granted under the Agreement shall be effective only if given in writing and signed by the consenting Party and then only in the instance and for the purpose for which it was given.
Severability Each provision of the Agreement is severable and distinct from the others.

The Parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law.
If any such provision is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of the Agreement but (except to that extent in the case of that provision) it and all other provisions of the Agreement shall continue in full force and effect and their validity, legality and enforceability shall not be affected or impaired as a result, subject to the operation of this clause 0 not negating the commercial intent and purpose of the Parties under the Agreement, and the Parties shall use all reasonable efforts to replace the invalid, illegal or unenforceable provision with a valid and Cruise Port Finance, Development and Management Act, 2019.
92 No.

18 of 2019 enforceable substitute provision the effect of which is as close to its intended effects as possible.

Amendment The Agreement shall not be amended, supplemented, waived, assigned or modified except by an instrument in writing signed by GoA, the Port Authority and the Company.
Entire Agreement The provisions of the Agreement, including all Schedules hereto, and the Project Agreements shall together constitute the entire agreement and understanding between the Parties in respect of matters dealt with in them and supersedes, cancels and nullifies any previous (whether oral or written) agreements, representation, proposals, statements and understandings between the Parties prior to the date hereof.
No Party has entered into the Agreement in reliance upon any statement, representation, warranty or undertaking made by or on behalf of any other Party other than those expressly set out in the Agreement.

Each Party acknowledges and agrees that the only remedy available to it in respect of a breach of any provision of the Agreement shall be for damages for breach of contract and that it shall not have any claim or remedy in tort in respect of the matter giving rise to such breach.
Nothing in the Agreement shall operate to limit or exclude any liability of any Party for, or remedy against any Party in respect of, any fraudulent misrepresentation.

Third Party Rights No person other than a Party to the Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

No.

18 of 2019 93 Cruise Port Finance, Development and Management Act, 2019.
Conflict with Other Agreements If there is any conflict between the terms of the Agreement and any other agreement between the Parties, the Agreement shall prevail (as between the Parties) unless (a) such other agreement expressly states that it overrides the Agreement in the relevant respect and (b) the Parties are either also parties to that other agreement or otherwise expressly agree in writing that such other agreement shall override the Agreement in that respect.
Costs and Expenses Except as otherwise expressly provided in the Agreement, each Party shall bear all its own costs incurred in connection with the negotiation, completion and performance of the Agreement.

Relationship No provision of the Agreement creates a partnership between the Company and the Contracting Authority or makes the Company or the Contracting Authority the agent of the other for any purpose.
Neither the Company nor the Contracting Authority has the authority to bind, to contract in the name of or to create a liability for the other in any way or for any purpose and shall not hold itself out as having authority to do the same.

Counterparts The Agreement may be executed in any number of counterparts, each of which, when executed and delivered, are an original, and all counterparts together constitute one and the same instrument.
Benefit of Agreement The Agreement shall be binding on and shall ensure to the benefit of the Parties and their respective successors in title and/or permitted assigns.

Cruise Port Finance, Development and Management Act, 2019.

94 No.

18 of 2019 IN WITNESS WHEREOF, the Parties hereto have caused the Agreement to be duly executed as a deed by their authorised representatives and their respective seals to be affixed the day and Year first hereinbefore written.
GOVERNMENT OF ANTIGUA AND BARBUDA Walter P. Christopher Permanent Secretery Ministry of Tourism and Investesment ANTIGUA AND BARBUDA PORT AUTHORITY C. Mary-Clare Hurst Darwin Telemaque Chairman Port Manager GPH (ANTIGUA) LIMITED Colin Murphy Head Business Development Witness: Witness: Name: Martin Camacho Address: Ministry of legal Affairs Title: Solicitor General Name: EC Gursoy Address:34 Brook Street,London, UK Titles: Chief Legal Officer No.
18 of 2019 95 Cruise Port Finance, Development and Management Act, 2019.

SCHEDULE 1 PORT Existing Piers – Pink Heritage Mall Properties (including the Stores Located at the ground floor of the hotel) – Dark Blue Location of the New Pier – Green New Commercial Properties location (parcels to be acquired the GoA) – Light Blue The Fraser Family Properties – Red Cruise Port Finance, Development and Management Act, 2019.

96 No.

18 of 2019 No.


18 of 2019 97 Cruise Port Finance, Development and Management Act, 2019.
LIST OF PARCELS IN THE CONCESSION AREA Location: St. John's Central Block Number 65-1692D 65-1692D 65-1692D 65-1692D 65-1692D 65-1692D 65-1692D 65-1692D 65-1692D Parcel 64 Proprietor SIR JAMES BEETHOVEN CARLISLE (CROWN LAND) LORNA NANTON SIR JAMES BEETHOVEN CARLISLE JAMES BEETHOVEN CARLISLE (CROWN LAND) SHERRY PHYLLIS WEBBER & AMABELLE JOSEPHINE WEBBER, Joint Proprietors (subject to the Life Interest of HELENA HILL) DOUGLAS ALFRED RICHARD PHILLIPS & IONIE ALICE MAUDE PHILLIPS WAPPING BEACH HOLDINGS LIMITED GOVERNMENT OF ANTIGUA AND BARBUDA GOVERNMENT OF ANTIGUA AND BARBUDA 65-1692D 81( A part thereof) ST. JOHN'S DEVELOPMENT CORPORATION 65-1692D 65-1692D 65-1692D 65-1692D 65-1692D 124 129 144 145 (A part thereof) 148 (Only the 8 stores located thereon) ST. JOHN'S DEVELOPMENT CORPORATION ST. JOHN'S DEVELOPMENT CORPORATION GOVERNMENT OF ANTIGUA AND BARBUDA/CROWN GOVERNMENT OF ANTIGUA AND BARBUDA/CROWN GOVERNMENT OF ANTIGUA AND BARBUDA/CROWN 65-1692D 157 GOVERNMENT OF ANTIGUA AND BARBUDA/CROWN Cruise Port Finance, Development and Management Act, 2019.
98 No.

18 of 2019 HERITAGE MALL FLOOR PLANS No.

18 of 2019 99 Cruise Port Finance, Development and Management Act, 2019.

Cruise Port Finance, Development and Management Act, 2019.

100 No.

18 of 2019 HERITAGE MALL FLOOR PLANS GROUND FLOOR BELOW THE HOTEL No.

18 of 2019 101 Cruise Port Finance, Development and Management Act, 2019.

FALMOUTH HARBOUR CRUISE TENDER PIER Cruise Port Finance, Development and Management Act, 2019.

102 No.

18 of 2019 BARBUDA ISLAND AERIAL MAP No.


18 of 2019 103 Cruise Port Finance, Development and Management Act, 2019.
SCHEDULE 2 ANTIGUA AND BARBUDA PORT AUTHORITY SERVICES & CHARGES ANTIGUA AND BARBUDA PORT AUTHORITY (APA) IN EC DOLLARS (EC$) MARINE SERVICE DUES 1 PILOTAGE CHARGE: UNDER 5000 TONS GRT BETWEEN 5000 TONS GRT TO 15,000 TONS GRT TARIFF: $225.00 IN & $225 OUT $450 IN & $450 OUT OVER 15,000 TONS GRT TO 20,000 TONS $675 IN & $675 OUT GRT PLUS 25% FOR EVERY ADDITIONAL 10,000 GRT 2 HARBOUR DUES (50%): UP TO 2,000 2,000 TONS GRT TO UP TO 10,000 OVER 10,000 3 TOWAGE UNDER 500 500 - 2,000 OVER 2,000 4 LIGHT DUES UNDER 200 GRT OVER 200 GRT 5 MOORING & UNMOORING UNDER 1000 TONS GRT 1000 TON GRT TO 5000 TONS 5000 TONS GRT TO 15000 TONS OVER 15000 TONS GRT 5 PILOT LAUNCH PILOT TRANSFER $100.00 (50%) $400.00 (50%) $600.00 (50%) $250.00 $437.50 $625.00 $10.00 minimum $0.05 per GRT $125.00 $250.00 $375.00 $500.00 $125.00 Cruise Port Finance, Development and Management Act, 2019.
104 No.

18 of 2019 Contracting Authority acknowledges and agrees that the tariffs for the Antigua and Barbuda Port Authority Services & Charges (the “Tariffs”), shall remain competitive and the Contracting Authority agrees to set such Tariffs within the industry norms and standards within the Eastern Caribbean Region.
SCHEDULE 3 - STEERING COMMITTEE The Steering Committee will comprise of:  Three (3) Company designated representatives; General Manager of the Company Operation Manager of the Company Any other manager that shall be designated by the Company  Three (3) The Contracting Authority designated representatives; [title of the Contracting Authority representative] [title of the Contracting Authority representative] [title of the Contractor Authority representative] The representatives of any Party, as the case may be, may be replaced from time to time by notice of the relevant Party to the other Party identifying the change of representative.
The role of the Steering Committee is to liaise and report on matters concerning the development, management and operation of the Port, Falmouth Harbour and Barbuda, and the provision of the Services, and/or provide informal guidance (which shall not be binding on any Party) to the relevant Party on such matters in order to assist the Parties in the development of the Services and Antigua and Barbuda an important destination for Cruise Lines.
The Steering Committee shall meet at the Port on a quarterly basis, or at such other intervals as the Parties shall agree, to discuss such matters related to the development, management and operation of the Port, Falmouth Harbour and Barbuda and the provision of the Services as the representatives may refer to it, which may include: No.

18 of 2019 105 Cruise Port Finance, Development and Management Act, 2019.
 Providing guidance and direction on the operating policies and procedures for the Services at the Port, Falmouth Harbour and Barbuda, where applicable;  Discussion of any interface requirements for the Parties' respective operations at the Port;  Liaison with public authorities, including police, emergency services, border control and customs authorities in relation to operations at the Port access;  Review of marketing and advertising promotions, special events and programs at the Port;  Review of any Cruise Line concerns and inquiries regarding operations at the Port.
SCHEDULE 4 – TAX INCENTIVES INCENTIVES, CONCESSIONS, TAXES AND DUTIES In consideration of the capital investment being made by the Company in Antigua and Barbuda and the long-term economic and social benefits of the project to Antigua and Barbuda, GoA hereby grants the following incentives, concessions and exemptions to the Company and its affiliates or assignees.
Unless otherwise indicated in the agreement, all incentives and concessions shall be for a period of 20 years from the date that the agreement is signed.

Cruise Port Finance, Development and Management Act, 2019.

106 No.
106 No.

18 of 2019 1.1 INCENTIVES AND CONCESSIONS a) Exemption from the payment of Customs Duty, import duty, and taxes, Revenue Recovery Charge (RRC) and ABST on all construction/building materials, goods, machinery, equipment, tools, furniture, fixtures, fitting, appliances, tools, spare parts, plants etc.
for use in the development of the Cruise Port facilities and all associated operations, and on the importation and local purchase of vehicles for use in the operation including of the automobiles, trucks, buses, boats, barges etc.

used in the operation, the numbers of which are to be determined in consultation with the Public Works Department.
b) Exemption from the payment of corporate income tax under the Income Tax Act as amended (for a period of 20 years) from the date the concession is granted for the Company and affiliates with the ability to carry forward any losses for a period of 6 years from the year the losses were incurred.

c) Exemption from the payment of withholding tax under the Income Tax Act as amended (for a period of 20 years) on profits, share transfers, mortgages, repayment of mortgages, commissions, dividends and interest.
This exemption will apply to both the developer and its lenders.

No.

18 of 2019 107 Cruise Port Finance, Development and Management Act, 2019. d) Waiver of all taxes, duties, levies and government charges on the transfer of shares for the duration of the concession period for both vendor and purchaser.

e) 75% reduction for 20 years on the conveyance or transfer on sale of any property for Vendor, purchaser, lessee, lessor, transferee, transferor.
f) Exemption for a period of 20 years from the payment of Appreciation Tax, Stamp Tax on intercompany sales other related party transactions 1.2 Stamp Duty under the Non-Citizen’s Land Holding Licence Regulations Act (NCLHRA) GoA agrees to the following a) 75% reduction in connection with the stamp duty payable under Section 18(c) of the NCLHRA of a Non-Citizen Land Holding Licence for a period of 20 years.
b) 75% reduction of the stamp duty payable under the Stamp Act by the purchaser, lessee or transferee and vendor, lessor or transferor on the the Lease or any additional property development.

leased or purchased for c) 75% reduction for the vendor, lessor or transferor on any transfer of all or a portion of the property to any person or entity affiliated with the Company.

Cruise Port Finance, Development and Management Act, 2019.

1.3 Tax/Duty Free Zone 108 No.


18 of 2019 Government agrees to designate portions of the Cruise Port as a duty free and tax free shopping zone and GoA and the Company will agree on the exact location and size of the duty free and tax free shopping zone.
1.4 GoA agrees that no stamp duties, taxes or fees related to the importation of foreign exchange into Antigua and Barbuda in connection with the Agreement and the Services shall apply to the Company and Government shall indemnify and hold harmless the Company from and against any such duties, taxes or fees levied on the Company in Antigua and Barbuda.
In addition to the foregoing, Government shall use its best endeavours to support and assist the Company in relation to the incentives and concessions granted generally and to ensure that any deficiencies in the concessions granted are remedied promptly.

No.

18 of 2019 109 Cruise Port Finance, Development and Management Act, 2019.

Cruise Port Finance, Development and Management Act, 2019.

110 No.

18 of 2019 No.

18 of 2019 111 Cruise Port Finance, Development and Management Act, 2019.
SCHEDULE 6 – LEASE ANTIGUA AND BARBUDA REGISTERED LAND ACT, CAP 374 LEASE Registration Section Block Parcel Acreage This LEASE made the day of 201 BETWEEN HIS EXCELLENCY SIR RODNEY WILLIAMS, GOVERNOR GENERAL of Antigua and Barbuda, acting herein for and on behalf of THE GOVERNMENT OF ANTIGUA AND BARBUDA (hereinafter called "the Lessor" which expression where the context so admits shall include his successors in office) of the ONE PART and GPH (ANTIGUA) LIMITED a Company incorporated under the laws of Antigua and Barbuda with company number C0685/2019, whose registered office is at 11, Old Parham Road, St Johns Antigua, West Indies (hereinafter called "the Lessee" which expression where the context so admits, shall include its successors and assigns) of the OTHER PART.
The defined terms referred herein will have the meaning given to them under the Concession Agreement, unless otherwise defined.

WITNESSETH AS FOLLOWS 1.

WHEREAS The Government of Antigua and Barbuda, Antigua and Barbuda Port Authority and GPH (Antigua) Limited have entered into a concession agreement signed on or about 31st January 2019 (hereinafter called the “Concession Agreement”) Cruise Port Finance, Development and Management Act, 2019.

112 No.
112 No.

18 of 2019 AND WHEREAS this lease agreement (hereinafter called “the Lease”) is entered into as a result of the Concession Agreement which, pursuant to Article 4.1 has awarded an exclusive concession to the Company in respect of the cruise facilities at the Port and the provision of certain cruise services at the Port.

2.
2.

Therefore, in consideration of the rents hereinafter reserved and the covenants on the part of the Lessee hereinafter contained, the Lessor hereby demises unto the Lessee the above mentioned parcel of land properly described as Registration Section: …………….

; Block: …………….
; Parcel………….. consisting of an area of ……….. acres and more particularly delineated and set out on the map or plan annexed hereto in the First Schedule such plan being signed by …………………, Chief Land Surveyor and dated the day of , 201…, (hereinafter called “the demised premises”) to hold the same unto the Lessee from the day of 201.. for a term of 30 years paying therefore during the said term the rent as set out herein, subject to be renewed in accordance with Article 2.2 of the Concession Agreement, and subject to the terms and conditions as set out in the Concession Agreement.
The Parties agree that this Lease (as defined under the Concession Agreement) shall remain in effect and shall not be terminated as long as the Concession Agreement is in force.

3.

The rent payable shall be at the rate of One Thousand Five Hundred United States Dollars (USD $1500) per annum, for all the Land Plots to be included under the Concession Agreement and payable at the commencement of each lease year.

4.
4.

THE LESSEE TO THE EXTENT THAT THE OBLIGATIONS HEREBY CREATED SHALL CONTINUE THROUGHOUT THE SAID TERM HEREBY COVENANTS with the Lessor as follows:- No.

18 of 2019 113 Cruise Port Finance, Development and Management Act, 2019.
(a) To pay the rents hereby reserved on the days and in the manner specified herein; (b) To build, operate and maintain as per the terms of the Concession Agreement, the New Pier and the New Commercial Properties, once available, upon the demised premises; (c) To use the demised premises only for the purpose of operating and maintaining certain facilities and the provision of cruise, retail and related services at the Port and sub-leasing the premises to sub-lessees, and for such other matters required under the Concession Agreement or to fulfil the purposes thereunder.
(d) i) To construct buildings on the demised premises in accordance with accepted standards and so as to comply with the building codes and regulations of the Development Control Authority (“the DCA”) and the laws of Antigua and Barbuda current at the time of such construction and the ecological constituent of the land and its environs; (ii) To keep all such buildings and erections on the demised premises including drains and sanitary units (septic tanks) and water apparatus and all fixtures and additions thereto (in so far as required under the Concession Agreement) in good and tenantable repair and state of decoration at all times during the term; Cruise Port Finance, Development and Management Act, 2019.
114 No.
18 of 2019 (iii) To apply for and obtain and keep in force all necessary licences, permits, permissions and approvals required and to comply with all the requirements and conditions thereof; (a) Not to commit or suffer any wilfull or voluntary waste or spoil or destruction on the demised premises and not to cause or permit the pollution of the surrounding land and ocean; (b) Not to sell or dispose of any earth, clay, gravel or sand from the demised premises nor excavate the same except so far as may be necessary for the construction of the works pursuant to the Concession Agreement; (c) Not to kill or destroy any birds or animals in or upon the demised premises but to endeavour to preserve them and to warn off all poachers and trespassers; (d) To pay all public utility charges, meter rents and all other outgoing and burdens whatsoever assessed charged or imposed in respect of the demised premises in accordance with the Concession Agreement; (e) To permit workmen employed by the Lessor or competent authority with all necessary appliances to enter upon the demised premises at all reasonable times during the said term for the purpose of laying down water mains and pipes and for erecting telephone and electric light poles whenever necessary, the Lessor making good all damages occasioned thereby to the Lessee; No.
18 of 2019 115 Cruise Port Finance, Development and Management Act, 2019.
(f) To permit the Lessor and or his agent with or without workmen and others to enter upon and examine the condition of the demised premises and all buildings and appurtenances erected thereon at all reasonable times in accordance with the Concession Agreement; (g) To conduct and operate the business of the Lessee on the demised premises in a proper and businesslike manner and in a manner consistent with preserving the historical character, if there is an existing historical character of an area which is not subject to demolition pursuant to the Concession Agreement; (h) To keep all portions of the demised premises clean and in good and proper condition having regard to the purpose for which the same is used; (i) To comply at all times with the conditions and issue of all licences permits and permissions granted in relation to the conduct of its business on the demised oremises and to comply with all statutes bye-laws and regulations in the conduct of its said business; (j) To keep all buildings and erections in the demised premises effectually insured in accordance with the terms of the Concession Agreement.
(k) To yield up the aforesaid demised premises peaceably unto the Lessor at the expiration or sooner determination of said term of years pursuant Concession Agreement together with all erections thereon in such condition as shall be in accordance with the Lessee’s covenants herein contained, unless the Lessor grants an extension of the term herein granted, in accordance with the Concession Agreement, in good tenantable repair.

Cruise Port Finance, Development and Management Act, 2019.

116 No.
116 No.

18 of 2019 5.
THE LESSOR TO THE EXTENT THAT THE OBLIGATIONS HEREBY CREATED SHALL CONTINUE THROUGHOUT THE SAID TERM HEREBY COVENANTS with Lessee as follows:- (a) To permit the Lessee to exercise its rights and comply with the obligations stated in the Concession Agreement, and refrain from any act or omission whatsoever that might prevent the Lessee to exercise its rights and to comply with its obligations under the Concession Agreement; (b) To permit the Lessee to sub-lease, assign, underlet or otherwise part with the possession or the benefit of the demised premises and or other erections thereon or any part thereof (without the prior written consent of the Lessor) to sub-lessees in relation to the demised premises, and to permit the Lessee to determine the terms and conditions under which the sub-leases shall be granted and enforced; (c) That the Lessee paying the rent hereby reserved and performing and observing the several covenants and conditions on its part herein contained shall peaceably and quietly possess, hold and enjoy the demised premises during the said term of the lease without any interruption or disturbance from or by the Lessor or any person rightfully claiming through under or in trust for the Government of Antigua and Barbuda or the St. John’s Development Corporation; (d) To permit the Lessee to erect or construct or cause to be erected or constructed upon the demised premises the buildings and facilities as No.
18 of 2019 117 Cruise Port Finance, Development and Management Act, 2019. described above in accordance with specifications and plans approved in writing by DCA; (e) To permit the Lessee to carry out such works, associated with the establishment of the Lessee’s business and to lay down roads and paths as are reasonably required in or on the demised premises in the interest of the lawful business of the Lessee being carried out on the demised premises; (f) Subject to the laws and requirements governing the APUA and other applicable statues to permit the Lessee to drill wells and prepare water catchment and to establish generators for the operation of the Lessee’s business.
6.

As per Article 2.2 of the Concession Agreement, the initial Term shall be the period commencing on the date hereof and expiring on the thirtieth (30th) anniversary of the Services Commencement Date (the "Initial Term").
The Lessee shall give not less than twelve (12) Months written notice prior to the expiry of the Initial Term pursuant to clause 2.2(b) of the Concession Agreement, of its request to extend the concession at the expiry of the Initial Term and, if the Lessor agrees to the Lessee’s request under clause 2.2(b), then the Term shall be extended for a further ten (10) Years, on such terms and conditions as the Parties shall agree such that the Term of the concession shall be forty (40) Years from the Services Commencement Date.
The term and conditions of the Lease are strictly subject to the Concession Agreement and the Parties’ any future additional agreement or arrangement based on the Concession Agreement.

Cruise Port Finance, Development and Management Act, 2019.

118 No.

18 of 2019 7.


PROVIDED ALWAYS AND it is hereby expressly agreed and declared as follows:- (a) That this Lease forms an integral part of the Concession Agreement and any disruption of the Lessee’s right to use the leased land would constitute a breach of the Concession Agreement, thus this Lease shall remain in force so long as the Concession Agreement is in force.
For this reason, the Lease does not have an independent termination clause or termination related related rights for the Lessor; (b) Notwitstanding paragraph (a) above, if the Concession Agreement is finally terminated in accordance with the terms therein, the Lease will be automatically terminated.
(c) Without prejudice to and pursuant to the terms of the Concession Agreement, upon the expiration or sooner determintion of the term granted herein, the Lessor shall have no obligation to compensate the Lessee for any capital expenditure made by the Lessee with respect to the demised premises.
(d) The agent of the Lessor shall, unless otherwise provided, be the public officer for the time being holding the office of Permanent Secretary in the Ministry of the Government of Antigua and Barbuda having the responsibility for lands; (e) Any notice made pursuant to or by virtue of this lease shall be made in accordance with the terms of the Concession Agreement; No.

18 of 2019 119 Cruise Port Finance, Development and Management Act, 2019.
(f) Any dispute regarding the Lease shall be resolved according to the relevant provisions of the Concession Agreement, as such, should there be a question or inconsistency, the terms and conditions of the Concession Agreement should guide and prevail; (g) All disputes or differences whatsoever shall be settled by in accordance with Article 26 and other relevant provisions of the Concession Agreement; (h) This lease and all the provisions hereof shall be construed and have effect in all respects in accordance with the laws of Antigua and Barbuda.
IN WITNESS WHEREOF the parties hereto have hereunto subscribed their respective names and affixed their seals the day and year set forth in the attestation clauses hereunder.

Cruise Port Finance, Development and Management Act, 2019.

120 No.

18 of 2019 THE FIRST SCHEDULE HEREINBEFORE REFERRED TO Annexed is the survey plan of : (a) Mr.

…………………., Chief Land Surveyor dated the …….

day of ………… 20 in respect of the parcel of land comprising ……………….. acres hereinbefore referred to.
DATED the day of , 201 SIGNED, SEALED AND DELIVERED by ) His Excellency SIR RODNEY WILLIAMS, ) Governor General of Antigua and Barbuda before and in the presence of: ) _____________________________ ) ) ) ……………….
…...…….……… …… The Common Seal of the within named ) GPH (ANTIGUA) LIMITED is hereunto ) affixed by the Secretary and proper ) …..……………….… officer of the company in the presence of ) a Director of the said company who signed ) and the said Secretary countersigned these presents ) ………........................... in the presence of: ………………………………………………. )

) ) No.

18 of 2019 121 Cruise Port Finance, Development and Management Act, 2019.
ANTIGUA AND BARBUDA REGISTERED LAND ACT, CAP 374 GOVERNMENT OF ANTIGUA & BARBUDA To GPH (ANTIGUA) LIMITED ========================= LEASE ========================= Cruise Port Finance, Development and Management Act, 2019.

122 No.

18 of 2019 SCHEDULE 7 FORM OF SERVICES COMMENCEMENT CERTIFICATE [DD.MM.2019] For the Attention of GoA by email and recorded delivery 1.
We refer to the Agreement entered into between GoA, Port Authority and GPH (the “Company”) dated [Signing Date] for financing, development and operation of the Port on an exclusive basis and to provide the Services to Cruise Lines and passengers at the Port, Falmouth Harbour and Barbuda Island (“Agreement”).

2.

This Certificate is to be read in conjunction with the Agreement and words and expressions defined in the Agreement shall have the same meaning in this letter.

3.
3.

The Company hereby CERTIFY that all conditions have been satisfied or validly waived in accordance with clause 3.2 of the Agreement and Transition Period has expired.

4.

The Company hereby issues Services Commencement Certificate (“Certificate”) in accordance with clause 3 of the Agreement and Parties acknowledge that Services Commencement Date shall be the date specified in this Certificate as [DD.MM.YYYY] in accordance with Article 1.1 of the Agreement.

5.
5.

Please acknowledge the receipt of this Certificate by signing and dating the attached duplicate of this letter and return the duplicate to us.

Yours faithfully No.

18 of 2019 123 Cruise Port Finance, Development and Management Act, 2019.

SIGNED on behalf of the Company ___________________________ We confirm that we acknowledge the contents of this certificate: SIGNED on behalf of GoA ___________________________ Cruise Port Finance, Development and Management Act, 2019.

124 No.
124 No.

18 of 2019 SCHEDULE 8 – NOT USED No.

18 of 2019 125 Cruise Port Finance, Development and Management Act, 2019.

SCHEDULE 9 INSURANCES The insurances to be implemented by each Party shall adhere to the requirements as described in this Schedule.
COMPANY’S INSURANCES The Company shall effect and maintain throughout the duration of the Agreement or as specified below at his own cost the insurance cover specified below and any other insurances required by applicable Laws with reputable insurance carriers, rated not less than Standard & Poor A- or AM Best A-, authorised to do business in Antigua and Barbuda with respect to the operation of the Port.
(“Company Insurances”): Operating All Risks and Business Interruption: All Risks of Physical Loss or Damage including machinery breakdown insurance covering all property of every kind and description being the property of the Company, if any or of others in the Company’s care, custody or control for, or in which the Company have an insurable interest with respect to the operation of the Port.
Liability Operational: Liability insurances covering the Company for all sums for which they may be held legally liable, whether bodily injury or death, loss of or damage to property, contractual or otherwise in relation to the operation of the Port.

The coverage should include legal defence costs.


Automobile Damage Insurance Professional Indemnity Insurance Third Party Liability: The Company shall effect and maintain throughout this Agreement a professional indemnity insurance policy with limits of indemnity at not less than US$500,000 per occurrence and US$5,000,000 in the aggregate and with deductibles of not greater than US$500 each and every cause or event, Construction All Risks Cruise Port Finance, Development and Management Act, 2019.

126 No.
126 No.

18 of 2019 Insurance: Design & Build Contractor shall bear the deductibles to the extent that Design & Build Contractor is liable to make good loss or damage pursuant to the Agreement, Machinery and Equipment Breakdown Insurance: The Company shall effect and maintain throughout this Agreement an insurance to cover loss or damage to the Company’s machinery and equipment.
This shall be maintained to cover the Company during the performance of the services and works carried out for the performance of the Agreement.

Employers’ Liability insurance to protect the employees of the Company where the Company is found to be legally liable for workplace incidents relating to injury, disease or death.

Where applicable, the Employers’ Liability policy should include agents, subcontractors, consultants and those for whom it is responsible.
The insurance shall commence upon when the Service Commencement Certificate is issued.

The Company must ensure that, where applicable, its subcontractors take out and maintain in effect, adequate insurance policies for their property and liabilities to comprehensively cover their scope of services or works performed under the Agreement, unless such subcontractors are covered by the policies taken out by the Agreement.
The Deductibles to be Agreed In the event of an occurrence giving rise to a claim involving the application of more than one deductible, then the highest single deductible shall be applied.
Responsibility for deductibles in connection with the insurances specified in this clause shall be allocated between the Parties as follows: Construction All Risks Insurance: Design & Build Contractor shall bear the deductibles to the extent that Design & Build Contractor is liable to make good loss or damage pursuant to the Agreement; No.

18 of 2019 127 Cruise Port Finance, Development and Management Act, 2019.
Third Party Liability Insurance: the Party legally liable for the damage shall bear the deductibles; In respect of all other insurances taken out by the Contracting Authority, the Contracting Authority shall bear the deductibles irrespective of the cause of loss, except to the extent the Company is responsible for such a loss.
In respect of all other insurances taken out by the Company, the Company shall bear the deductibles irrespective of the cause of loss, except to the extent that the Contracting Authority is responsible for such a loss.

Comprehensive Third Party Liability Insurance to cover the Company’s legal liability with a limit of indemnity of not less than (or equivalent) unlimited in the aggregate.
The deductible (per occurrence) shall not exceed US$500 except in the case of death or bodily injury where the deductible shall be nil; The Company shall ensure that the Company’s Insurances: are in full force and effect at all times during the period for which they are to be maintained; are placed with reputable and substantial insurers, rated not less than Standard & Poor A- or AM Best A- or the rating acceptable by the Parties’ lenders with respect to the operation of the Port, be placed with reputable and substantial insurers, rated not less than Standard & Poor A- or AM Best A-.
Where a non-rated insurer is utilized in any part of the insurance programme of the Company, subject to agreement by both parties, evidence of reinsurance support by Standard & Poor A- or AM Best A- rated reinsurers may be utilized once a Cut Through Clause is provided by the underlying non- rated insurer.

The wording of the Cut Through Clause is to be agreed by both Parties and their respective lenders for the purposes of this project, if applicable.
Proof of Company’s Insurances: on request of the Contracting Authority, the Company shall provide certificates of insurance, or if requested copies of the policies, and evidence that all premiums are paid by the Company at the latest of thirty (30) days before commencement of any risk for each of the insurances which the Company is obliged to effect and maintain in accordance with this Agreement; and Cruise Port Finance, Development and Management Act, 2019.

128 No.
128 No.

18 of 2019 Other insurances (the Company and the Contracting Authority).

The Company shall affect and maintain at its own cost for its employed personnel, Employers’ Liability insurance in accordance with the applicable Law with reputable insurance carriers authorised to do business in Antigua & Barbuda.
If the applicable Law does not provide for any obligations in this respect or is only requiring some minimum limits, then the Company shall arrange this insurance in a manner and with limits as a prudent and reasonable party in the same circumstances and environment would so do (or to be agreed by both Company and the Contracting Authority).

The insurance shall be maintained in full force and effect during the whole time that these personnel are assisting in the execution of the relevant services and work.
Insurance Cover - No Effect on Liabilities Nothing in this Schedule limits the obligations, liabilities or responsibilities of the Contracting Authority or the Company, under the other terms of the Agreement or otherwise.
However, if the insuring Party fails to effect and keep in force an insurance which is available and which it is required to effect and maintain under the Agreement, and the other Party neither approves the omission nor effects insurance for the coverage relevant to this default, any moneys which should have been recoverable under this insurance shall be paid by the insuring Party.
CONTRACTING AUTHORITY’S INSURANCES Without limiting the Contracting Authority’s obligations, responsibilities and liabilities under this Agreement, the Contracting Authority must, at its own expense, take out and maintain in force, from the issuance of the Service Commencement Certificate, the insurances as below set out (the Contracting Authority’s Insurances).

No.

18 of 2019 129 Cruise Port Finance, Development and Management Act, 2019.
The Contracting Authority’s Insurances must only be placed with reputable and substantial insurers, rated not less than Standard & Poor A- or AM Best A-.

Where a non- rated insurer is utilized in any part of the insurance programme of Contracting Authority, subject to agreement by both parties, evidence of reinsurance support by Standard & Poor A- or AM Best A- rated reinsurers may be utilized once a Cut Through Clause is provided by the underlying non-rated insurer.
The wording of the Cut Through Clause is to be agreed by both parties.

by both Parties and their respective lenders for the purposes of this project, if applicable.
The Contracting Authority’s Insurances must be executed in accordance with the applicable Law and must, as minimum requirements defined under 17 of the Agreement, including the following items as applicable: with the exception of Employers’ Liability, Professional Indemnity and Contracting Authority’s Liability insurances, and to the extent allowed by the applicable Law, an endorsement to the effect that the Company, the Company’s subcontractors including Design & Build Contractor, the Lenders shall be named as “additional insureds”; prompt written notice must be given to the Company and all other parties referred in clause 2.1 (b)(i) of this Schedule by all insurance companies prior to any cancellation, non-renewal, material change of the coverage or any limits reductions in the policies.
Contracting Authority must ensure that, where applicable, its subcontractors take out and maintain in effect adequate insurance policies for their personnel and vehicles and for works performed by such personnel under the Agreement, unless such subcontractors are covered by the policies taken out by the Agreement.
Employers’ Liability insurance to protect the employees of Contracting Authority where Contracting Authority is found to be legally liable for workplace incidents relating to injury, disease or death.

Where applicable, the Employers’ Liability policy should include agents, subcontractors, consultants and those for whom it is responsible.

A Public/Products Liability Insurance Policy is to protect third parties, in accordance with the applicable Law in Antigua and Barbuda.
Cruise Port Finance, Development and Management Act, 2019.

Property Damage Insurance 130 No.
18 of 2019 Third Party Liability: Contracting Authority shall effect and maintain throughout this Agreement a professional indemnity insurance policy with limits of indemnity at not less than US$500,000 per occurrence and US$5,000,000 in the aggregate and with deductibles of not greater than US$500 each and every cause or event, Business Interruption: Contracting Authority shall effect and maintain throughout this Agreement a professional indemnity insurance policy with limits of indemnity at not less than US$500,000 USD per occurrence and US$1,000,000 in the aggregate and with deductibles of not greater than US$500 USD each and every cause or event Machinery and Equipment Breakdown Insurance: Contracting Authority shall effect and maintain throughout this Agreement an insurance to cover loss or damage to Contracting Authority’s machinery and equipment.
This shall be maintained to cover the Contracting Authority during the performance of the services and works carried out for the performance of the Agreement.

Contracting Authority and the Company must deliver to each other the copies of the respective insurance policies or a certificate summarising policy cover as evidence that each Parties’ insurance are in full force and effect.
The Company is not required to pay the Contracting Authority any sum under this Agreement until Contracting Authority has fully complied with its obligations under this Paragraph 2.
If a Party fails to execute and/or maintain in effect its relevant insurances, the Parties may execute and maintain in effect any such insurances and the cost of such insurances will be a debt due and payable the Party in such breach on demand and may be deducted from or set-off against any payments otherwise due under this Agreement.

The existence of insurance policies does not restrict, in any case, the responsibilities assumed by the Parties under the Agreement.
In the event of a claim under either the Company’s Insurances or the Contracting Authority’s Insurances caused by the Contracting Authority’s default, Contracting Authority will be liable and responsible for paying any “deductible” or “excess” under such insurances.

No.

18 of 2019 131 Cruise Port Finance, Development and Management Act, 2019.

An endorsement shall be added to the insurances of the Contracting Authority noting the Company as an additional insured.
Compliance with Policy Conditions Regarding all insurance policies which the Company is obliged to effect and maintain, Contracting Authority is responsible for proper and complete disclosure of all information required by insurers and Contracting Authority shall comply with all requirements and policy conditions of such Company’s insurance policies.
Change of Policy Conditions Contracting Authority shall not make changes or alterations in the policy conditions of the insurance which Contracting Authority is obliged to affect and maintain without having notified the Company in advance of such changes or alterations and without having the prior approval of the Company where the Company’s rights and interests could be affected by any such changes or alterations.
Contracting Authority shall promptly notify the Company if any of the insurers of the Contracting Authority’s insurance policies are cancelling or altering any of the insurance policies whereby any rights or interests of the Company could be affected, and the Company shall in such case be entitled to take out similar insurances at the cost of the Contracting Authority.
SCHEDULE 10 - TERMINATION CONSEQUENCES PART 1 TERMINATION OF THE AGREEMENT DUE TO CONRACTING AUTHORITY/CONTRACTING AUTHORITY RELATED PARTY DEFAULT (CLAUSE 21.3) A capital recovery amount is calculated by using the formula below: CRA = SFV – CNCF where; CRA = Capital Recovery Amount Cruise Port Finance, Development and Management Act, 2019.

132 No.
132 No.

18 of 2019 SFV = Sum of future values of all investment amounts undertaken by the Company calculated by using a 10% internal rate of return going forward starting from the year each investment has taken place CNCF = Cumulative Net Cash Flow of the Company from operations For the avoidance of doubt, the investment amounts include both equity and debt components as the Company will be liable to the third parties for the debt component.
In addition, “Net Cash Flow” means the balance remaining after deducting all cash outflows including but not limited to operational expenses, maintenance capital expenditures, Variable Concession Fee, tax payments to GoA, principal and interest payments to financial institutions from cash inflows including but not limited to Passenger Facility Charge revenues, Safety and Security Services revenues, Retail Space revenues and other revenues.
TERMINATION OF THE AGREEMENT DUE TO COMPANY DEFAULT (CLAUSE 21.2) PART 2 A capital recovery amount is calculated by using the formula below: CRA = A x B / C where; CRA = Capital Recovery Amount A = Investments undertaken by the Company until and including the termination date B = Remaining period from the date of termination until the end of the Initial Term C = The number of full years of the Initial Term No.

18 of 2019 133 Cruise Port Finance, Development and Management Act, 2019.
TERMINATION OF THE AGREEMENT DUE TO PROLONGED FORCE MAJEURE (CLAUSE 21.4) PART 3 A capital recovery amount is calculated by using the formula below: CRA = A – D (minus any amount recovered under Schedule 9 [Insurances] by the Company) where; CRA = Capital Recovery Amount A = Investments undertaken by the Company until and including the termination date D = Accumulated depreciation until and including the termination date excluding first 4 years of investment period TERMINATION OF THE AGREEMENT DUE TO FAILURE TO SATISFY THE CONDITIONS (CLAUSE 21.1) PART 4 A capital recovery amount equal to the direct losses (including but not limited to the 2 years’ revenue loss, project development costs) suffered by the Company and/or any Affiliate (including Global Ports Holding Plc following the novation of the Agreement by Global Ports Holding Plc to the special purpose company under the Agreement) as a result of GoA's failure to satisfy or procure the satisfaction of the Conditions on or before the expiry of the respective periods from the date hereof as required under clause 3.1 and 3.2 other than in the case of a termination under clause 3.4(c).
Cruise Port Finance, Development and Management Act, 2019.

134 No.

18 of 2019 SCHEDULE 1 AMENDMENT AGREEMENT This amendment to the Concession Agreement dated 31 January 2019 is made 8th day of April 2019.
BETWEEN (1) THE GOVERNMENT OF ANTIGUA AND BARBUDA (“GoA”); (2) ANTIGUA AND BARBUDA PORT AUTHORITY, a statutory body established by section 6 of 333 act (the “Port Authority”), (together with GoA the “Contracting Authority”) (3) GPH (ANTIGUA) Limited a company incorporated under the laws of Antigua and Barbuda with company number C0685/2019, whose registered office is at 11 old Parham Road, St John’s Antigua, West indies Indies (the “Company”) collectivity referred to hereinafter as as the “Parties” and each individually as a “Party”.
(1) With reference to the Concession Agreement (“Agreement”) excuted by and between GoA, the Port Authority and the Company on 31st of January 2019, Parties have agreed on the amendment described herein.

(2) Unless a contrary indication appears, a term defined in the Agreement has the same meaning in this Amendment Agreement.
(3) Clause 7.1 (C) of the Agreement shall be deleted in its entirely and will be replaced with the following: ‘Schedule 5 [New Pier Construction Report] sets out the total amount of eight million one hundred thirty three thousand three hundred and twenty-three US Dollars (USD 8,133,323) that is spent in respect of New Pier Works and which and which is payable to GoA with seven equal instalment on a yearly basis over seven years starting from ten months following the Services Commencement Date.” No.
18 of 2019 135 Cruise Port Finance, Development and Management Act, 2019.

(4) Save as amended by this Amendment Agreement , the provisions of the Agreement shall, save as amended in this Amendment Agreement, continue in full force and effect and the Agreement and this Amendment Agreement shall be read and construed as one instrument.
(5) This Amendment Agreement and any contractual obligations arising out of or in connection with it, is government by and must be interpreted in accordance with the laws Antigua and Barbuda and any disputed shall be referred to and finally by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
The number of arbitrators shall be three (3) and the seat, or legal place, of arbitration shall be London, United Kingdom provided that the Parties agree that hearings may take place in Antigua.

(6) This Amendment Agreement may be executed in counterparts.

IN WITNESS WHEREOF, the Parties hereto have caused the Amendment Agreement to be duly executed as a deed by their authorised representatives and their respective seals to be affixed the day and Year first hereinbefore written.
GOVERNMENT OF ANTIGUA AND BARBUDA Hon.

H. Charles Fernandes Minister of Tourism & Ecoconomic Development ANTIGUA AND BARBUDA PORT AUTHORITY C. Mary-Clare Hurst Darwin Telemaque Chairmain Port Manager GPH (ANTIGUA) LIMITED Colin P. Murphy Head Business Development Cruise Port Finance, Development and Management Act, 2019.

136 No.

18 of 2019 Passed the House of Representatives on The 27th day of June, 2019.

Passed the Senate on the 31th day of July, 2019.

Gerald Watt, Q.C., Speaker.


Alincia Williams Grant, President.

Acting Clerk to the House of Representatives.

Acting Clerk to the Senate.

A. Peters, A. Peters,