Lands of Ant ipa and Barbuda Sugar Factory Limited and (CAP. 240 1
the Antigua and Barbuda Syndicate Estates Limited (Vesting;)

- -

CHAPTER 240

T H E LANDS O F ANTIGUA AND BARBUDA SUGAR
FACTORY LIMITED AND T H E ANTIGUA AND

BARBUDA SYNDICATE ESTATES LIMITED
(VESTING) ACT

Arrangement of Sections
Section

1. Short title.
2 . Vesting of lands in the Crown.
3 . 'Lands vested subject to agreement.
4. Powers of Registrar of Titles.

FIRST SCHEDULE.
SECOND SCHEDULE.

LANDS O F ANTIGUA AND BARBUDA SUGAR
FACTORY LIMITED AND T H E ANTIGUA AND

BARBUDA SYNDICATE ESTATES LIMITED
(VESTING)

(30th December, 1969 .) 3 2 1 1 ~ 6 ~ .

1. This Act may be cited as the Lands of Antigua short title.
and Barbuda Sugar Factory Limited and the Antigua and
Barbuda Syndicate Estates Limited (Vesting) Act.

2. It is hereby declared that the lands of the Antigua ~ ~ ~ ; ~ ~ ~ ; d ~
and Barbuda Sugar Factory Limited and of the Antigua and
Barbuda Syndicate Estates Limited specified in the First First s c l ~ d u l c .
Schedule to this Act and registered in the manner thercirl
mentioned shall vest in the Crown freed and discharged frorn
any mortgage in favour of the Royal Bank of Canada.

LAWS OF ANTIGUA AND BARBUDA

2 CAP. 240) Lands o f Antifua and Barbuda Sugar Factory Limited and
the Antz~ua and Barbuda Syndicate Estates Limited vest in.^)

Lands vested
subject to

3. Nothing in this Act shall annul, derogate, avoid,
agreement. or revoke any of the provisions of the Agreement set out
Second Schedule- in the Second Schedule to this Act relating to any interests

in or encumbrances on the lands hereby vested in the Crown
held by persons other than the parties to the said Agree-
ment and the Royal Bank of Canada before the commence-
ment of this Act.

Powers of
Registrar of

4. (1) Where any of the lands specified in the First
Titles. Schedule to this Act are held under the Title by Registra-
Cap. 429. tion Act, section 6 of the said Title by Registration Act shall

not apply, and the Registrar of Titles is hereby authorised
to and shall-

(a) note on the original, and also on the duplicate,
Certificate of Title of any such lands that the said lands
have been vested in the Crown by this Act, and cancel
the Certificate of Title and the duplicate thereof; and

(b) enter in the book kept by him under the provi-
sions of subsection (4) of section 6 of the Title by
Registration Act every duplicate Certificate of Title
cancelled by him under the provisions of this section.

(2) The lands referred to in subsection (1) of this section
shall be removed from the operation of the Title by Registra-
tion Act.

FIRST SCHEDULE

PART 1

Lands of Antigua and Barbuda Sugar Factory Limited

( 1 ) All That piece or parcel of land forming part of Gunthorpes
and Fitches Creek Estates approximately 103.373 acres as
contained in Certificate of Title No. 31/1936 dated 7th
August, 1936 and registered in Register Book N Folio 31.

(2) All That piece or parcel of land approximately 59.5 acres
as contained in Certificate of Title No. 13/1938 dated 23rd
March, 1938 and registered in Register Book 0 Folio 13.

LAWS OF ANTIGUA AND BARBUDA

Lands o f A n t i p a and Barbuda Sugar Factory Limited and (CAP. 240 3
the Anti'ua and Barbuda Syndicate Estates Limited (Vesting)

(3) All That piece or parcel of land forming part of Betty's
Hope and Comfort Hall Estates approximately 5.26 acres
as contained in Certificate of Title No. 1411938 dated 1 l th
April, 1938 and registered in Register Book 0 Folio 14.

(4) All That piece or parcel of land approximately 28.9094
acres as contained in Certificate of Title No. 7611938 dated
30th November, 1938 and registered in Register Book 0
Folio 76.

(5) All That piece or parcel of land approximately 24.486 acres
as contained in Certificate of Title No. 411939 dated 18th
January, 1939 and registered in Register Book 0 Folio 81.

(6) All That piece or parcel of land approximately 6 1.12 acres
as contained in Certificate of Title No. 1411939 dated 2nd
March, 1939 and registered in Register Book 0 Folio 91.

(7) All That piece or parcel of land approximately 1.179 acres
as contained in Certificate of Title No. 2611939 dated 10th
June, 1939 and registered in Register Book 0 Folio 103.

(8) All That piece or parcel of land approximately 4.5348 acres
as contained in Certificate of Title No. 3911939 dated 9th
August, 1939 and registered in Register Book 0 Folio 116.

(9) All That piece or parcel of land approximately 8.341 acres
as contained in Certificate of Title No. 4411939 dated 9th
August, 1939 and registered in Register Book 0 Folio 121.

(10) All That piece or parcel of land approximately 23.327 acres
as contained in Certificate of Title No. 4511939 dated 9th
August, 1939 and registered in Register Book 0 Folio 122.

(11) All That piece or parcel of land approximately 6.66 acres
as contained in Certificate of Title No. 4711939 dated 17th
August, 1939 and registered in Register Book 0 Folio 124.

(12) All That piece or parcel of land approximately .030 acre
as contained in Certificate of Title No. 111941 dated 1st
February, 1941, and registered in Register Book P Folio 40.

(13) All That piece or parcel of land approximately 2.903 acres
as contained in Certificate of Title No. 211941 dated 15th
March, 1941 and registered in Register Book P Folio 41.

LAWS OF ANTIGUA AND BARBUDA

4 CAP. 240) Lands of Antlgua and Barbuda Sugar Factory Limited and
the Antlgua and Barbuda Syndicate Estates Limited (Vestin11

(14) All That piece or parcel of land approximately 3.052 acres
as contained in Certificate of Title No. 3/1941 dated 17th
March, 1941 and registered in Register Book P Folio 42.

(15) All That piece or parcel of land approximately 9.897 acres
as contained in Certificate of Title No. 411941 dated 17th
March, 1941 and registered in Register Book P Folio 43.

(16) All That piece or parcel of land approximately ,112 acre
as contained in Certificate of Title No. 4611941 dated 6th
December, 1941 and registered in Register Book P Folio 85.

(17) All That piece or parcel of land approximately .688 acre
as contained in Certificate of Title No. 4711941 dated 6th
December, 1941 and registered in Register Book P Folio 86.

(18) All That piece or parcel of land approximately 1.4705 acres
as contained in Certificate of Title No. 4811941 dated 6th
December, 1941 and registered in Register Book P Folio 87.

(19) All That piece or parcel of land approximately .8125 acre
as contained in Certificate of Title No. 5011941 dated 13th
December, 1941 and registered in Register Book P Folio 89.

(20) All That piece or parcel of land approximately 1.385 acres
as contained in Certificate of Title No. 2411942 dated 16th
September, 1942 and registered in Register Book P Folio 115.

(2 1) All That piece or parcel of land approximately 1.908 acres
as contained in Certificate of Title No. 2611942 dated 1st
October, 1942 and registered in Register Book P Folio 1 17.

(22) All That piece or parcel of land approximately .I053 acre
as contained in Certificate of Title No. 4311942 dated 24th
December, 1942 and registered in Register Book P Folio 135.

(23) All That piece or parcel of land approximately ,1620 acre
as contained in Certificate of Title No. 14/1945 dated 21st
March, 1945 and registered in Register Book Q Folio 116.

(24) All That piece or parcel of land approximately ,2112 acre
as contained in Certificate of Title No. 1511945 dated 21st
March, 1945 and registered in Register Book Q Folio 11 7.

(25) All That piece or parcel of land approximately .2193 acre
as contained in Certificate of Title No. 1611945 dated 21st
March, 1945 and registered in Register Book Q Folio 118.

LAWS OF ANTIGUA AND BARl3UDA

L a n d of Antigua and Barbuda Sugar Factory Limited and (CAP. 240 5
the Antlgua and Barbuda Syndicate Estates Limited (Vesting)

/

(26) All Those pieces or parcels of land approximately 7.5348
acres as contained in Certificate of Title No. 2811947 dated
18th October, 1947 and registered in Register Book R Folio
64.

(27) All Those pieces or parcels of land approximately ,1122
acre as contained in Certificate of Title No. 3511948 dated
13th November, 1948 and registered in Register Book R Folio
108.

(28) All That piece or parcel of land approximately 1 acre 17
poles as contained in Certificate of Title No. 1711959 dated
20th March, 1959 and registered in Register Book Z
Folio 103.

(29) All That piece or parcel of land approximately 2.391 acres
as contailled in Certificate of Title No. 1811959 dated 20th
March, 1959 and registered in Register Book Z Folio 104.

(30) All Those pieces or parcels of land approximately 21.44
acres as contained in Certificate of Title No. 1911959 dated
20th March, 1959 and registered in Register Book Z Folio
105.

(3 1) All That piece or parcel of land approximately 2.13 acres
as contained in Indenture of Conveyance No. 33 of 1942
dated 31st March, 1942 and registered in Liber J Volume
19 Folios 145 - 151.

PART I1

Lands of Antigua and Barbuda Syndicate Estates Limited

(1) All That piece or parcel of land forming part of Gunthorpes
Estates, approximately 2805.01163 acres as contained in
Certificate of Title No. 1011940 dated 26th April, 1940 and
registered in Register Book P Folio 10.

(2) All That piece or parcel of land forming part of Cedar
Valley, approximately 240.225 acres as contained in
Certificate of Title No. 1111940 dated 26th April, 1940 and
registered in Register Book P Folio 11.

(3) All That piece or parcel of land forminx part of Sander-
sons, uppei F'reemans and Osbornes pastire, as contained
in Certificate of Title No. 2211943 dated 3rd August, 1943

LAWS OF ANTIGUA AND BARBUDA

6 CAP. 240) Lands of Antigua and Barbuda Sular Factory Limited and
the Antlgua and Barbuda Syndicate Estates Limited (Vestin!)

and registered in Register Book Q Folio 22, less an area of
approximately 262.28 1 acres.

(4) All That piece or parcel of land forming part of Cochranes,
approximately 220.077 acres as contained in Certificate of
Title No. 2311943 dated 3rd August, 1943 and registered
in Register Book Q Folio 23.

(5) All That piece or parcel of land forming part of Thomas',
approximately 188.7223 acres as contained in Certificate of
Title No. 2411943 dated 3rd August, 1943 and registered
in Register Book Q Folio 24.

(6) All That piece or parcel of land forming part of Hawes
and Mercer's Creek, as contained in Certificate of Title No.
2511943 dated 3rd August, 1943 and registered in Register
Book Q Folio 25, less an area of approximately 113.387 acres.

(7) All That piece or parcel of land forming part of Delapps,
approximately 676.72 acres as contained in Certificate of Title
No. 2611943 dated 3rd August, 1943 and registered in
Register Book Q Folio 26.

(8) All That piece or parcel of land forming part of Morris
Looby's as contained in Certificate of Title No. 2711943 dated
3rd August, 1943 and registered in Register Book Q Folio
27, less an area of approximately ,539 acre.

(9) All That piece or parcel of land forming part of Bodkin's
as contained in Certificate of Title No. 2811943 dated 3rd
August, 1943 and registered in Register Book Q Folio 28,
less an area of approximately 1.395 acres.

(10) All That piece or parcel of land forming part of Parry's
as contained in Certificate of Title No. 2911943 dated 3rd
August, 1943 and registered in Register Book Q Folio 29,
less an area of approximately 2 roods 30 poles.

(1 1) All That piece or parcel of land forming part of Diamonds
as contained in Certificate of Title No. 3011943 dated 3rd
August, 1943 and registered in Register Book Q Folio 30,
less that area known as "Isaac Hill" sold to W.T. Carnacho.

(1 2) All 'That piece or parcel of land forming part of Long Lane,
Lavingtons and Ffryes, approximately 987.2139 acres as con-
tained in Certificate of Title No. 3611943 dated 25th
September, 1943 and registered in Register Book QFolio 36.

LAWS OF ANTIGUA AND BARBUDA

Landr of Antlgua and Barbuda Sugar Factory Limited and (CAP. 240 7
the Antlgua and Barbuda Syndicate Estates Limited (Vesting)

(13) All That piece or parcel of land forming part of Burks,
La Roches, Willis Freemans and Table Hill approximately
769.999 acres as contained in Certificate of Title No. 211944
dated 17th February, 1944 and registered in Register Book
Q Folio 47.

(14) All That piece or parcel of land forming part of Tudway,
approximately 1246.0682 and 86 acres of swamp as contain-
ed in Certificate of Title No. 411944 dated 17th February,
1944 and registered in Register Book Q Folio 49.

(15) All That piece or parcel of land with the building thereon
known as 37 High Street as contained in Certificate of Title
No. 3911944 dated 30th August, 1944 and registered in
Register Beak Q Folio 84.

(16) All That piece or parcel of land forming part of Lyons
and Lower Waldron, approximately 19 1.5 109 acres as con-
tained in Certificate of Title No. 4011944 dated 30th August,
1944 and registered in Register Book Q Folio 85.

(1 7) All That piece or parcel of land forming part of Codrington,
approximately 1315.035 acres as contained in Certificate of
Title No. 4011945 dated 27th September, 1945 and registered
in Register Book Q Folio 142.

(18) All That piece or parcel of land forming part of Pares,
and Cochranes, approximately 262.145 acres as contained
in Certificate of Title No. 1411947 dated 16th April, 1947
and registered in Register Book R Folio 50.

(19) All That piece or parcel of land forming part of Gilberts
and Glanvilles, approximately 373.072 acres 19 poles as con-
tained in Certificate of Title No. 1611947 dated 16th April,
1947 and registered in Register Book R Folio 52.

(20) All That piece or parcel of land forming part of Creek
Side approximately 305.2162 acres as contained in Certificate
of Title No. 1711947 dated 16th April, 1947 and registered
in Register Book R Folio 53.

(21) All That piece or parcel of land forming part of Comfort
Hall, approximately 305.324 acres as contained in Certificate
of Title No. 1811947 dated 16th April, 1947 and registered
in Register Book R Folio 54.

LAWS OF ANTIGUA AND BARBUDA

8 CAP. 240) Lands of Antigua and Barbuda Supar Factory Limited and
the Antigua and Barbuda Syndicate Estates Limited (Vestinp;)

(22) All That piece or parcel of land forming part of Big Duers
as contained in Certificate of Title No. 1911948 dated 4th
June, 1948 and registered in Register Book R Folio 92.

(23) All That piece or parcel of land forming part of Carlisle,
approximately 129.6 acres as contained in Certificate of Title
No. 911949 dated 25th April, 1949 and registered in Register
Book S Folio 3.

(24) All That piece or parcel of land forming part of Barnes
Hill, approximately 27.21 acres as contained in Certificate
of Title No. 2511949 dated 20th August, 1949 and registered
in Register Book S Folio 19.

(25) All That piece or parcel of land forming part of Jolly Hill,
approximately 918.321 acres as contained in Certificate of
Title No. 131195 1 dated 28th February, 195 1 and registered
in Register Book S Folio 108.

(26) All That piece or parcel of land forming part of Tomlin-
sons, approximately 4.946 acres as contained in Certificate
of Title No. 6211951 dated 15th September, 1951 and
registered in Register Book J Folio 157.

(27) All That piece or parcel of land known as Weirs, approxi-
mately 123.619 acres as contained in Certificate of Title No.
6411960 dated 25th April, 1960 and registered in Register
Book A1 Folio 64.

(28) All That piece or parcel of land forming part of Gunthorpes
Estate, approximately 3.7162 acres as contained in Certificate
of Title No. 3411963 dated 5th March, 1963 and registered
in Register Book D l Folio 34.

(29) All That piece or parcel of land forming part of Paynters,
approximately 1 acre as contained in Certificate of Title No.
49211965 dated 20th December, 1965 and registered in
Register Book H I Folio 110.

LAWS OF ANTIGUA AND BARBUDA

Lands of Antigua and Barbuda Sugar Factory Limited and (CAP. 240 9
the Antigua and Barbuda Syndicate Estates Limited (Vesting)

SECOND SCHEDULE

THIS AGREEMENT is made the 7th day of April, One thousand nine
hundred and sixty-seven BETWEEN T H E ANTIGUA SUGAR FACTORY
LIMITED the registered office of which is situate at 5, Laurence Pountney Hill,
London E.C.4. (hereinafter called "the Factory") of the first part ANTIGUA
SYNDICATE ESTATES LIMITED the registered office of which is situate in
Antigua (hereinafter called "Estates") of the second Part JAMES MACINDOE
WATSON of Gunthorpes Antigua (hereinafter called "the Receiver") of the Third
Part and T H E HONOURABLE VERE CORNWALL BIRD The Premier and
Finance Minister of Antigua for and on behalf of the Government of Antigua
(hereinafter called "the Government") of the fourth part.

1. The Receiver is entering this Agreement at the request of the Factory.

2. Estates is a wholly owned subsidiary of the Factory.

3. By a Debenture dated the 23rd day of August, 1966, the Factory created
a Debenture (hereinafter called "the Debenture") in favour of the Royal Bank
of Canada to secure such sums of money as were or should become owing to
The Royal Bank of Canada (hereinafter called "The Royal Bank").

4. Pursuant to the terms of the Debenture The Royal Bank appointed the
Receiver to be receiver and manager of the Factory on the 26th day of August,
1966, the Factory having failed to comply with a demand for repayment of the
sum outstanding under the Debenture at that date being the sum of E.C.
$3,662,947.71.

5 . By a Guarantee dated on or about the 19th day of January, 1962, Estates
gave a guarantee in favour of The Royal Bank that Estates would repay any sums
of money that might become due from the Factory to The Royal Bank.

6. By an Action (hereinafter called "the Action") commenced the 3rd day
of November, 1966, in the Supreme Court of the Windward Islands and Leeward
Islands the Factory claimed an injunction and other relief against the Receiver
as set out in the said Action and the subsequent Statement of Claim and the said
Supreme Court granted to the Factory on the 16th November, 1966, an interlocutory
injunction restraining the Receiver from selling any of the assets of the Factory
until the trial of the action or until further order.

7. The Government desires to purchase all the undertaking and assets of
the Factory and of Estates upon the terms and subject to the conditions hereinafter
appearing.

LAWS OF ANTIGUA AND BARBUDA

10 CAP. 240) Lands of Antigua and Barbuda Sugar Factory Limited and
the Antigua and Barbuda Syndicate Estates Limited (Vesting)

NOW I T IS HEREBY AGREED as follows:-

. The Receiver shall sell and the Government shall purchase the whole
of the undertaking and assets of the Factory except the shares in Estates and as
otherwise hereinafter provided subject to all liens covenants charges and encum-
brances leases easements and licences affecting land.

2. ESTATES shall sell and the Government shall purchase the whole of
the undertaking and assets of Estates except as otherwise hereinafter provided
subject to all liens covenants charges encumbrances and leases easements or licences
affecting land.

3. ESTATES hereby authorises the Government to pay the consideration
due to it for the sale of its assets to the Receiver and HEREBY AGREES with
the Receiver that the said sum shall be used by the Receiver towards the discharge
of the Factory's debt due to The Royal Bank.

4. (A) T H E total consideration to be paid by the Government for the assets
of the Factory and Estates as set out in Clauses 1 and 2 hereof shall be E.C.
$5,621,386.80 which as between the Factory and Estates shall be apportioned as
to E.C. $2,621,386.80 to the assets of the Factory as set out in Clause 1 hereof
and as to E.C. $3,000,000 to the assets of Estates as set out in Clause 2 hereof.

(B) T H E consideration payable for the said assets of the Factory and Estates
shall be paid in two instalments of which E.C. $5,264,404.75 shall be paid to
the Receiver upon the exchange of this Agreement and the signing by the Factory
and the Receiver of the draft consent order in the Schedule hereto. The balance
of the consideration amounting to E.C. $356,982.05 shall be payable to the Receiver
on demand at any time until he has been discharged from his duties:

Provided that such demand shall only be made by the Receiver in writing
in the event and to the extent that it shall become necessary to resort to such
monies to carry out his obligations under the debenture and this agreement.

5 . UPON receipt of the first instalment as aforesaid the Receiver shall:-
(a) Forthwith cause the Consent Order set out in the Schedule hereto

to be entered in the Action.

(b) Cause the Government to be put in possession of the undertaking
and assets of the Factory to pass hereunder.

(c) Discharge any preferential creditors as he may by law be required.

(4 Thereafter apply the moneys payable hereunder (including if necessary
the balance of the consideration amount of E.C. $356,982.05) pursuant to
condition 6 endorsed on the Debenture or as required by law.

( e ) Do all further acts necessary for the discharge of his duties and the
completion of all acts due to be performed by the Receiver pursuant to this

LAWS OF ANTIGUA AND BARBUDA

Landr of Antigua and Barbuda Sugar Factory Limited and (CAP. 240 11
the Anttcua and Barbuda Syndicate Estates Limited (Vestirp)

Agreement and for the discharge of himself from the receivership of the
Factory.

6. ESTATES shall hand over possession to Government of Estate's under-
taking and assets to pass hereunder at the same time as the Receiver gives possession
to Government of the Factory assets.

7. T H E Factory, Estates and the Receiver HEREBY UNDERTAKE with
the Government that they will forthwith do all such acts and execute all such
conveyances as are in their respective powers to transfer all the said assets as aforesaid
to the Government and the Government HEREBY UNDERTAKES with the
Factory, Estates and the Receiver that it will do all such acts and execute all such
conveyances as may be necessary to enable such assets to be transferred to it.

8. (A) T H E undertaking and assets of the Factory include certain
shareholdings in Antigua Dairy Limited, Antigua Industrial and Xedical Gases
Limited and Cane Commodities (London) Limited. The Articles of Association
of each of these said companies contain provisions restricting the transfer of any
shares in the said companies. The Receiver or Factory shall take such steps as
may be necessary with a view to transfering such shareholdings to the Government.

(B) If the Receiver or Factory is unable to transfer any of the said shareholdings
to the Government, he or it shall dispose of it or them in accordance with the
provisions of the Articles of Association of such company and shall deliver to the
Government the net proceeds of such disposal.

9. (A) T H E Government HEREBY AGREES with the Factory, Estates
and the Receiver that it will do all such acts as may be necessary to pass the
legal title to such land and property of the Factory and of Estates which has been
sold or agreed to be sold to parties other than to parties to this Agreement and
it HEREBY AGREES to indemnify the Factory, Estates and the Receiver against
any action, claim, proceedings, costs and damages which might at any time arise
from the non-conveyance of such lands and properties. Such lands and properties
which have been so agreed to be sold were believed to be at 31st August, 1965,
such lands and properties as are so shown in the Schedule hereto but which at
the date of this Agreement may be more or may be less.

(B) Estates HEREBY AGREES with the Government that in consideration
of the Government agreeing to sub-clause (A) of this Clause 9 the Government
shall be entitled to receive all moneys that may still be outstanding and due in
respect of such pieces of land which and moneys at 31st August, 1965, were believed
to be as set out in the Schedule hereto but which at the date hereof might be
more or might be less but the Government shall not be responsible for the repay-
ment of any money over paid or otherwise due to the Purchaser or Purchasers
at the date of this agreement in respect of the sale to him or them of such piece
or pieces of land.

LAWS OF AN'rIGUA AND BAKBUDA

12 CAP. 240) Lands of Antilua and Barbuda Sufar Factoy Limited and
the Antigua and Barbuda Syndicate Estates Limited vest in,^)

10. T H E Government agrees with the Factory, Estates and the Receiver
that it will take all the assets which are to be transferred to it pursuant to this
Agreement subject to and with the benefit of all existing agreements, leases, rights,
easements or any other obligations affecting any land included in the said assets
and that it will indemnify the Factory, Estates and the Receiver against all actions,
claims, proceedings, damages, costs and expenses which might at any time hereafter
be brought against the Factory, Estates or the Receiver in respect of any land
included in the said assets.

1 . THE property known as Gaynors Estates is subject to a mortgage to
secure the repayment of E.C. $19,440 with interest and the Government HEREBY
AGREES with Estates that it will take such property subject to the said mortgage
and that it will discharge all the obligations that may become due under the said
mortgage. If the mortgagee shall not agree to a transfer to the Government of
such property subject to the said mortgage, the Government shall discharge the
said mortgage at its own cost and expense.

12. Should the Receiver be discharged from the receivership without
demanding payment of the balance of the consideration under clause 4 (B) hereof,
then such balance of any remaining part thereof shall be due to the Factory and
shall become payable to the Factory forthwith on demand by the Factory or its
Liquidator in writing in the event and to the extent that it shall become necessary
to resort to such moneys to discharge the debts of the Factory or Estates or in
the event and to the extent that the balance of the moneys held by the Liquidator
of the Factory shall be insufficient to pay the shareholders of the Factory (other
than the Government) for each share upon distribution a sum equal to the amount
that the Government shall receive for each of its shares.

13. It is hereby mutually agreed and declared between the Government
Estates and the Factory and for the purpose of accounting between themselves
that, notwithstanding anything the Receiver may be required to do in the execu-
tion of his duties there shall be excepted from the sale of the assets referred to
in Clause 1 and 2 hereof:-

(a) any debt due from the Factory to Estates;

( b ) any debt due from Estates to the Factory;

(c ) any debts due to the Factory from any company body person or other
debtor to whom the Factory shall also be indebted:

PROVIDED ALWAYS that if after any such debts due to and from any
such company body person or other debtor shall have been paid or effectually
discharged out of the amount due to the Factory from any such company
body person or other debtor there shall be any balance due to the Factory,
such balance shall be the property of the Government;

(4 any debts due to Estates from any company body person or other
debtor to whom Estates shall also be indebted. PROVIDED ALWAYS that
if after any such debts due to and from any such company body person or

LAWS OF ANTIGUA AND BARBUDA

Lands of Ant ipa and Barbuda Sugar Factory Limited and (CAP. 240 13
the An t ipa and Barbuda Syndicate Estates Limited (Vesting;)

other debtor shall have been paid or effectually discharged out of the amount
due to Estates from any such company body person or other debtor there
shall be any balance due to Estate, such balance shall be the property of
the Government;

( e ) any debts due to the Receiver in respect of any transaction effected
by him and any cash held by him PROVIDED ALWAYS that if after all
debts incurred by the Receiver have been paid off or otherwise effectually
discharged out of the proceeds of the debts due to the Receiver and any
cash held by him there shall be any balance due to the Receiver in respect
of such debts and/or cash, such balance of debts and or cash shall be the
property of the Government.

14. T H E Factory and Estates shall discharge all creditors (including back
salaries and any sums due for severance pay) other than such liabilities and creditors
which pursuant to this Agreement are to the account or the responsibility of the
Government.

15. THE Factory and Estates shall together set aside the total sum of E.C.
$720,000 out of which shall be paid contractual and ex-gratia pensions and all
thrift fund and Provident Fund payments.

16. (A) T H E Factory will procure that as soon as all the preceding pro-
visions of this Agreement shall be fulfilled Estates will be put into liquidation.

(B) As soon as all the preceding provisions of this Agreement shall be ful-
filled the Factory shall call an-Extraordinary General Meeting for the purposes
of putting the Factory into liquidation which resolution the present directors (if
at that time they shall still be directors) will recommend to the shareholders and
the Government HEREBY UNDERTAKES to use any votes conferred by any
shares of the Factory held by it in support of such resolution.

17. UPON distribution of any surplus funds in such liquidation of the
Factory, the amount of the consideration withheld by the Government shall be
brought into account and such surplus shall be divided between all members of
the Factory proportionately according to the number of shares held by each member.

18. All the books of account records all statutory books and the seal of
both the Factory and Estates shall remain the property of the Factory and Estates
respectively but the Government shall have reasonable access to such books for
the purpose of ensuring that the assets of the Factory and of Estates to be transfer-
red pursuant to this Agreement are transferred.

19. All the legal costs incurred in conveying the assets pursuant to this
Agreement shall be borne in accordance with the laws and customs of Antigua
in force at the date of this Agreement.

LAWS OF ANTIGUA AND BARBUDA

14 CAP. 240) Lands of A n t i p and Barbuda Sugar Factory Limited and
the Antigua and Barbuda Syndicate Estates Limited (Vesting)

20. Factory and Estates agree to indemnify and save harmless the Receiver
from any claims by strangers to this Agreement arising out of the Receiver doing
any act pursuant to this Agreement contrary to the rights and duties of or ultra
vires a receiver.

21. It is hereby mutually agreed and declared between the Government,
Estates and the Factory and for the purpose of accounting between themselves
that the Factory shall pay the reasonable costs of the Receiver incurred by him
in defending the action referred to herein and which are outstanding at the date
of this agreement.

22. THIS Agreement shall be subject to the laws of Antigua in force at
the date of this agreement.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands
and seals on the dates set forth in the several attestation clauses hereto.

SIGNED SEALED and Delivered on behalf
of the Government of Antigua by The Honourable
Vere Cornwall Bird, Premier, this 7th day of

(Sd.) V. C. Bird.

April, 1967, in the presence of:-

(Sd.) J. Rowan Henry

The Common Seal of Antigua Syndicate
Estates Limited was duly affied hereto by Bernard 1 (Sd. ) Cosmas Phillips. E. Maynard, Secretary and signed by Cosmas Osborne Roy Phillips, a director and counter- (Sd.) B. E. Maynard. signed by the said Secretary the 7th day of April,
1967, in the presence of:-

(Sd.) J. Rowan Henry.

Signed Sealed and Delivered by Cosmas
Osborne Roy Phillips as the attorney of the above
named The Antigua Sugar Factory Limited on (Sd.) Cosmas Philips.

the 7th day of April, 1967, in the presence of:-

(Sd.) J . Rowan Henry.

Signed Sealed and Delivered by James
Macindoe Watson, Receiver, on the 7th day of 1 (Sd.) J . M. Watson. April, 1967, in the presence of:-

(Sd.) J . Rowan Henry.

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LAWS OF ANTIGUA AND BARBUDA

Lands of Antipa and Barbuda Su,ar Factory Limited and (CAP. 240 17
the Antipa and Barbuda Syndicate Estates Limited (Vesting)

SCHEDULE

DRAFT CONSENT ORDER

(Heading as in Action)

UPON the Plaintiffs herein withdrawing without reservation the allegation
that the Defendant acted in bad faith or in breach of his duty as Receiver contain-
ed in paragraphs 6 and 7 of the Statement of Claim herein.

BY CONSENT I T IS ORDERED that the injunction granted herein by
Mr. Justice Lewis the 16th day of November, 1966, be and is hereby dissolved.

IT IS FURTHER ORDERED that this Action be and is discontinued
forthwith and that the Plaintiffs do pay to the Defendant the costs of this action
to be taxed in default of agreement.

Signed on behalf of The Antigua Sugar
Factory Limited and The Antigua Syndicate
Estates Limited by C. 0 . R . Phillips in the 1 (Sd.) Cosmas Phillips presence of:-

(Sd.) J. Rowan Henry.

Signed by the Receiver James M. Watson I ( s d . ) ~ . M. Watson.
in the presence of:-

(Sd.) J . Rowan Henry.