Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1697630805745.pdf (Antigua and Barbuda)
No.

8 of 1998.

The Loans (Mount St. John's Hospital Construction and Equipping) Act, 1998.

1 ANTIGUA AND BARBUDA [ L.S. ]

I Assent, James B. Carlisle, Governor-General.

17th July, 1998.

ANTIGUA AND BARBUDA No.

8 of 1998 AN ACT to make provisions for the borrowing of money for the purposes of constructing and equipping a new hospital at Mount St. John's.

[ 30th July, I998 ] ENACTED by the Parliament of Antigua and Barbuda as follows- 1.
This Act may be cited as the Loans (Mount St. John's Hospital Short tide.

Construction and Equipping) Act 1998.

2.

Notwithstandmg the provisions of any other Act, the Minister Minister is authorised to responsible for Finance is authorised to borrow the sums of money borrow Thirty-one specified in column 2 of Schedule 1 not exceeding an aggregate sum Million in United of Thuty-one Million dollars in currency of the United States of States Currencv.
America from the Banks and Institutions specified in column 1 of Schedule 1 (in this Act referred to as the lenders) on such terms and conditions as may be agreed upon between the Minister responsible for Finance and the lenders.

3.

The money borrowed under the authority of tiis Act shall be Application of applied to the construction and equipping of Mount St. John's Hospital in Antigua.

ANTIGUA 2 AND BARBUDA The Loans (Mount St. John's Hospital Construction and Equipping) Act, 1998.

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8 of 1998.

Power to authorise payment and exempt from taxes.

4.

(1) The Minister responsible for Health may, from lime to time, authorise the Board of the M d c a l Benefits Scheme to transfer funds from its general account into a special account under the control of the Accountant General for the purpose of giving effect to the terms of any agreement entered into by the Minister respon- sible for Finance with the lenders in respect of the money borrowed under the authority of this Act.

Cap.

140.
Cap.

140.

(2) The Cabinet may approve the remission in whole or in part of a y stamp duty or fee payable under any Stamp Act where he considers such remission necessary to give full effect to any agreement, instrument, guarantee or under-taking under this Act.

Exemption from Exchange Control Act.

5.


The Exchange Control Act does not apply to any transaction required to effect payment of any sum in accordance with the terms of any agreement, promissory note, instrument, guarantee or under- talung under this Act.

hncipal and interest charged On the dated Fund.

Ratification of terms and condition.

6.

The principal sum borrowed under the authority of this Act and the interest thereon are charged upon and payable out of the Consolidated Fund.

7.
7.

The terms and conditions of the Loan agreed to between the Minister and the Lenders and set out in Schedule II are hereby ratified.

Column I Lenders SCHEDULE I Column I1 Sums Bank of Antigua uS$2,000,000.00 Stanford Financial Group Ltd., and its Affdiated Companies and Syndicated Participants No.

8 of 1998.

The Loans (Mount St. John's Hospital Construction and Equipping) Act, 1998.
3 ANTIGUA A N D BARBUDA Exhibit A Registration Section: Ottos New Town Block: Parcels: 610 1791B 50,54 and 78 SCHEDULE I1 February 3, 1998 Honourable John St. Luce Minister of Finance Ministry of Finance Government of Antigua and Barbuda High Street St. John's Antigua, W.I.
Dear Minister St. Luce: Re: Loan of Proposed Medical Center for Antigua and Barbuda We wish to advise you that bank of Antigua Limited (the "Agent") together with a consortium of financial institutions (hereinafter collectively referred to as the "Lend- ers") has approved your request for a construction loan in the amount of US$31,000,000.00 (the "Loan"), such loan to be made in accordance with the Lenders' procedures and subject to the following: 1.
BORROWING ENTITY: Government of Antigua and Barbuda and the Medical Benefits Board of Control (hereinafter collectively referred to as the "Bor- rower").

2.

TERMS OF THE LOAN: A.

AMOUNT: US $31,000,000.00 B.

TERM: Thuty (30) years C. INTEREST RATE: Interest for the loan shall be computed at the annual ANTIGUA 4 AND BARBUDA %e Loans (Mount St. John's Hospital Construction and Equipping) Act, 1998.

No.

8 of 1998. rate of 9.8%.

All interest will be calculated on the basis of a 360-day calendar year.
D. DEFAULT RATE: From and after the occurrence and during the continuation of any event of default under the Loan, at Lender's sole discretion, and regardless of whether Lender also elects any other remedies under the Loan, the entire unpaid principal balance of the Loan and any other sums owing shall bear interest at an augmented annual rate (the "Default Rate") equal to 10.8%.
E. PAYMEN r: Monthly payments of m e d interest only for the period terminating the earlier of (i) two (2) years from the date of the first advance under the Loan; or (ii) substantial completion of the Project (as will be defined in the loan documentation).

Thereafter equal monthly payments of principal and interest, in an amount that would be sufficient to repay the outstanding debt in full in thlrty (30) years from the date of the Loan.
The outstanding balance of any sums due shall be payable at maturity.

To the extent funds may be available therein, payments shall be automatically debited by Agent from the current account established by the Medical Benefits Board of Control pursuant to article 2.G.u) below, for that purpose.

F. PREPAYMENT: The Loan may be prepaid in part or in whole at anytime without prepayment penalties.
G. ESTABLISHMENT OF BANK ACCOUNTS: i) COMPENSATING BALANCES: Borrower shall at all times during the term of the Loan maintain compensating balances with the Agent in an amount not less than U.S. $1,481,482.00.
ii) CURRENT ACCOUNT: In addition to the compensating bal- ances referred to immediately above, Borrower shall during the term of the Loan maintain a current account with the Agent to which Borrower shall make the following deposit: an amount equal to the greater of (i) U.S. $271,000.00 or (ii) the total amount collected by Borrower pursuant to the increased two precent (2%) M d c a l Benefits Levy since the last such deposit.
Borrower may, so long as the Loan is not in default, withdraw such amounts in the current account in excess of U.S. $271,000.00.

In no event, shall the minimumbalance in thecurrent account be less thanU.S.

$27 1,000.00 at any time other than as a result of any payment made on the Loan.

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8 of 1998.

The Loans (Mount St. John's Hospital Construction and Equipping) Act, 1998.
5 ANTIGUA AND BARBUDA H. LATE PAYMENT: Any payment not made w i t h ten (10) days after such payment is due shall be subject to a late charge of U.S. $500.00.

The foregoing is without prejudice to the Lenders' right to charge interest on the Loan at the Default Rate set forth for defaults in article 2.D above.

However, in the event of such a delinquency, the application of the Default Rate will not be imposed until after 30 days of delinquency has passed.
Should a payment be delinquent for more than 30 days, then, at Agent's sole discretion, the Default Rate may be imposed.

If agent does elect to enforce this penalty, it shall apply retroactively from the beginning of said delinquency and against the entire loan balance during the period of default.

3.
3.

LOAN PURPOSE: Financing the construction of a medical center for Antigua and Barbuda (the "Medical Center") located at St. John's, Antigua and to repay the interim loan facility extended by Bank of Antigua, as evidenced by that certain promissory note dated September 1, 1997 in the amount of E.C.

$14,000,000.00.

4.

SECURITY: The Loan shall be evidenced and secured by the following: A.
A Loan Agreement among the Lenders and Borrower and a Note in the principal amount of the Loan to be given by the Borrower to the Agent on behalf of the Lenders.

B.

A first-ranking pledge and security interest over all funds collected by the Medical Benefits Board of Control pursuant to the increased two percent (2%) Medical Benefit Levy.

C. A frst-rarking pledge and security interest over all accounts established pursuant to article 2.G above.
D. A full, first-ranking charge and caution over the property described on Exhibit A hereto, and any buildings and improvement thereon (hereinafter the "Property").

E. A security interest which shall be frst-ranking (other than any purchase- money security interest) on all of the items of personal property of the Borrower to be placed upon and used in connection with the Property during the term of the Loan.
The personal property of the Borrower to be so granted as security shall include, but not be limited to, furniture, equipment, fixtures, supplies, and materials, now or hereafter located on the Property or utilized in the operation or construction of any improve- ANTIGUA 6 AND BARBUDA The Loans (Mount St. John's Hospital Construction and Equipping) Act, 1998.

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8 of 1998. ments on the Property.


F. An assignment to Lenders of Borrower's rights and title to all architect's plans, architect's contracts, construction contracts, permits and security deposits and all other legal documents and agreements relating to the Property or the construction of any building or improvements thereon.
G. A first-ranlung security interest in all contract rights, general intangibles and payment rights of Borrower relating to or arising from the Medical Center over the entire term of the Loan.

H. I.

Such insurance coverage in favor of the Lenders as Lenders may request for the replacement value of the property described at 4.

D and 4.

E above.
D and 4.

E above.

Such other agreements and instruments as shall be required by Agent, Lenders or their respective counsel, including, but not limited to, those documents set forth in Exhibit B attached hereto entitled Hospital Loan Document Checklist.
Notwithstanding the foregoing, however, Lenders shall agree that none of the aforementioned items under this article 4 shall encumber any such real property owned or operated by the Medical Benefits Board of Control that are not specifically included herein, and if so requested, Lenders will release such assets from any claim or charge which they may exercise.
Lenders further agree that the real property owned or operated by the Medical Benefits Board of Control and not specifically included herein shall not be subjected by the Lenders to any lien, writ, order or any other encumbrance for the purpose of enforcing any judgement that the Lenders may obtain against the Medical Benefits Board of Control in respect of this transaction.

5.
5.

BORROWER'S REPRESENTATIONS: This commitment has been issued to Borrower on the basis of information, data and other materials submitted by Borrower.

Any misinformation, misrepresentations or withholding of material information related to Borrower's application for the Loan shall, at the option of Agent, entitle Lenders to cancel this commitment and terminate their obligation hereunder.

6.
6.

COMMITMENT TO SURVIVE LOAN CLOSING: This commitment shall survive the Loan closing and none of the obligations and undertakings hereunder shall cease and terminate until the entire Loan, together with all interest and fees due and other amounts which may accrue pursuant hereto andlor to the Loan documents executed in connection herewith, shall have been paid in full and until all obligations and undertalungs of the Borrower have been completed in full and discharged.

7.
7.

CONDITIONS TO THIS COIVMITMENT: Any obligation of the Agent and No.

8 of 1998.

The Loans (Mount St. John's Hospital Construction and Equipping) Act, 1998.

7 ANTIGUA AND BARBUDA the Lenders to proceed with the Loan evidenced by this commitment shall be subject to the preparation and execution of Loan documentation in form and substance satisfactory to the Lenders and their legal counsel in their sole discretion.
In addition, the Agent and Lenders and their legal counsel must be satisfied in their sole discretion with all matters pertaining to the construction of the Medical Center, including without limitation all plans, contracts and circumstances relating thereto, and all necessary third-party and governmental actions must have been duly taken.

8.
8.

LOAN DOCUMENTS TO GOVERN: This commitment shall be incorporated by reference in the Loan documents and the terms hereof shall be deemed as bindng as if fully set forth therein.

Should there be any apparent or evident contradiction between the terms of this commitment and any of the terms of the Loan documents, the Loan documents shall govern.
It is understood that, in addition to the various provisions contemplated in this letter, the Loan documents will include representation and warranties, events of defaults, covenants, and negative covenants by the Borrower, as well as other provisions, whch the Lenders in their discretion believe to be reasonable and appropriate for a credit such as the Loan.

9.
9.

GENERAL CONDITIONS: There are attached hereto and made a part hereof certain additional general conditions of the commitment which general conditions shall apply with the same force and effect as all of the other terms and conditions contained herein.

10.

MODIFICATIONS: No change or m&cation of this commitment shall be valid unless such change or modification is made in writing and signed by the parties hereto.
This commitment contains the entire agreement between the parties hereto and there are no promises, agreements, conditions, undertakings, warranties, or represen- tations, either written or oral, expressed or implied, between the parties other than as set forth herein.

11.

AVAILABILITY AND DISBURSEMENT OF LOAN FUNDS: Loan funds will be disbursed only upon satisfaction of all conditions as set forth in the Loan documentation.

12.
12.

GOVERNING LAW AND JURISDICTION: This commitment letter is, and the Loan and Loan documentation shall be, governed by the laws of Antigua and Barbuda.

For any dispute or disagreement relating to this letter, the Loan or the Loan documentation, the Borrower submits to the nonexclusive jurisdiction of the co~uts of Antigua and Barbuda, waives any claim that such court is an inconvenient forum, ANTIGUA 8 AND BARBUDA The Loans (Mount St. John's Hospital Construction and Equipping) Act, 1998.

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No.

8 of 1998. waives any claim or right to immunity the Borrower or its property may now or hereafter enjoy, waives trial by jury, and agrees that service of process may be effected, in addition to any other manner permitted by applicable law, by mailing a copy of the summons and complaint to the Borrower by any form of registered or certified mail at the address of the Borrower set forth above, such process to be effective 15 days after posting.

13.
13.

FULL FAITH AND CREDIT: The loan must enjoy the full faith and credit of the State of Antigua and Barbuda.

In the event of any change, which the Lenders in their discretion deem detrimental to the Medical Benefits Levy referred to in this letter, the Lenders m y declare the Loan in default and all sums outstanding immediately due and owing.

14.
14.

DOLLAR TRANSACTION: This is an international credit transaction in which the borrowing in United States dollars and the payments and repayments in such currency and in the United States are of the essence, and no payment or repaymellt in any other currency or jurisdiction will be adequate or acceptable.

15.
15.

PLACE AND METHOD OF PAYMENT: All payments in connection with the Loan shall be made in good and immediately available in United States dollars by credit to the account of the Agent, as Agent may in writing instruct Borrower.

All such payments shall be free and clear of all deductions, withholdings, taxes, charges, fees, set-offs or counterclaims of any nature whatsoever in the State of Antigua and Barbuda, all of which shall be for the sole account of the Borrower.
To the extent, the Loan (or the Agent or any Lender in respect of the Loan) shall, for any reason whatsoever, become subject to any such deduction, withholding, tax charge, fee, set-off or counterclaims the Borrower shall pay such additional amount(s) as may be necessary so that the net amount of such payment actually received by Lenders shall be the same as if such tax, charge, etc.

had not been applicable.

16.


NO BROKERAGE FEE: The borrower represents and warrants it has not engaged the services of any broker or consultant to whom a fee is due or has been paid in respect of the Loan.

17.

LEGAL FEES AND EXPENSES OF COUNSEL FOR THE AGENT: For the account of the Borrower.

I 18.

ENTRY INTO EFFECT AND TERMINATION OF THE COMMITMENT: This commitment shall be valid when accepted by the Borrower No.

8 of 1998.

The Loans ( M o m St. John's Hospital Construction and Equipping) Act, 1998.
9 ANTIGUA AND BARBUDA and delivered to Agent within 60 days from the date hereof, together with a check in the amount of U.S. $92,500.00 payable to the Agent representing a non-refundable commitment fee.

Acceptance of this commitment by the Borrower on or prior to that date constitutes agreement to comply with the terms and conditions contained herein.
From and after execution of this commitment, the Borrower shall be obligated to reimburse the reasonable fees and expenses of legal counsel to the Agent and the Lenders, including the connection with the preparation and execution of both this letter and the Loan documentation, regardless of whether the loan documentation is ever executed or the Loan is made.

This commitment shall remain in full force and effect until May 31, 1998.
If the Borrower fails for any reason whatsoever to comply with all the terms and conditions contained herein or attached hereto or fails to close the Loan by May 31,1998, the commitment letter shall be null and void without further obligation or notice by agent or Lenders.

This letter supersedes our letter to you dated December 19, 1997, Please indicate your acceptance of this commitment by signing and returning to us the attached copy.

Sincerely, Bank of Antigua Limited.


by: Kenny Byron, President and CEO The undersigned accept and agree to all of the terms and conditions set forth therein.

BORROWER: Government of Antigua and Barbuda By: Date: 13 Feb. 1998 Name: John E. St. Luce, Title: Minister of Finance, Agriculture, Land, Fisheries, Planning & Co-operatives ANTIGUA 10 AND BARBUDA The Loans (Mount St. John's Hospital Construction and Equipping) Act, 1998.

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MEDICAL BENEFITS BOARD OF CONTROL By: Date: 24 Feb. 1998 Name: Hilroy A. Willet, Title: Chainnan MEDICAL BENEFITS BOARD OF CONTROL cc: Prime Minister Lester Bird Honourable Robin Yeamood Honourable Sam Aymer Jeff Smith Arnold Knoche R. Allen Stanford Passed the House of Representatives this 5th Passed the Senate this 18th day day of June, 1998. of June, 1998.

B. Harris, Speaker.

(Sen.) L. Smith, Vice President.

S. Walker, Clerk to the House of Representatives.


S. Walker, Clerk to the Senate.

Printed at the Govenunent M n g Office, Antigua and Barbuda, by Rupert Charity, Government Printer -By Authority, 1998.

800-7.98 [ Price $4.00 ]