Loans (Mount St Johns Hospital Construction and Equipping) Act 1998

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No. 8 of 1998. The Loans (Mount St. John's Hospital 1 ANTIGUA
Construction and Equipping) AND

Act, 1998. 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
responsible for Finance is authorised to borrow the sums of money authorised to

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 The Loans (Mount St. John's Hospital No. 8 of 1998.
AND Construction and Equipping)

BARBUDA Act, 1998.

Power to authorise 4. (1) The Minister responsible for Health may, from lime to
payment and time, authorise the Board of the Mdca l Benefits Scheme to transfer
exempt from
taxes. 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. (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 5. The Exchange Control Act does not apply to any transaction
Exchange Control required to effect payment of any sum in accordance with the terms
Act. of any agreement, promissory note, instrument, guarantee or under-

talung under this Act.

hncipal and 6. The principal sum borrowed under the authority of this Act and
interest charged the interest thereon are charged upon and payable out of the
On the Consolidated Fund. dated Fund.

Ratification of 7. The terms and conditions of the Loan agreed to between the
terms and Minister and the Lenders and set out in Schedule II are hereby
condition. ratified.

SCHEDULE I

Column I

Lenders

Bank of Antigua

Stanford Financial Group Ltd., and
its Affdiated Companies and
Syndicated Participants

Column I1

Sums

uS$2,000,000.00

No. 8 of 1998. The Loans (Mount St. John's Hospital 3 ANTIGUA
Construction and Equipping) A N D

Act, 1998. BARBUDA

Exhibit A

Registration Section: Ottos New Town

Block: 610 1791B

Parcels: 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 %e Loans (Mount St. John's Hospital No. 8 of 1998.
AND Construction and Equipping)

BARBUDA Act, 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%) Mdca 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.

No. 8 of 1998. The Loans (Mount St. John's Hospital 5 ANTIGUA
Construction and Equipping) AND

Act, 1998. 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. 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 The Loans (Mount St. John's Hospital No. 8 of 1998.
AND Construction and Equipping)

BARBUDA Act, 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. 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.

I. 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. 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. 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. CONDITIONS TO THIS COIVMITMENT: Any obligation of the Agent and

No. 8 of 1998. The Loans (Mount St. John's Hospital 7 ANTIGUA
Construction and Equipping) AND

Act, 1998. 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. 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. 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. 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 The Loans (Mount St. John's Hospital No. 8 of 1998.
AND Construction and Equipping)

BARBUDA Act, 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. 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. 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. 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 9 ANTIGUA
Construction and Equipping) AND

Act, 1998. 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:

Name: John E. St. Luce,

Date: 13 Feb. 1998

Title: Minister of Finance, Agriculture, Land,
Fisheries, Planning & Co-operatives

ANTIGUA 10 The Loans (Mount St. John's Hospital No. 8 of 1998.
AND Construction and Equipping)

BARBUDA Act, 1998.

MEDICAL BENEFITS BOARD OF CONTROL

By:

Name: Hilroy A. Willet,

Date: 24 Feb. 1998

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, S. Walker,
Clerk to the House of Representatives. 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 ]

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