Exhibit 4.53
XXXXX & XXXXXXXX
ADVOCATES & SOLICITORS
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Dated 31 December 2004
SINGAPORE TECHNOLOGIES PTE LTD
and
TERRA INVESTMENTS PTE. LTD.
and
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
NOVATION AGREEMENT
XXXXX & XXXXXXXX
XXX XXXXXX XXXXXXXXX #00-00
XXXXXXXXX 000000
Private Lot A12787(e)
TABLE OF CONTENTS
CONTENTS PAGE
1. INTERPRETATION........................................................1
2. SECURITY DEPOSIT......................................................2
3. NEW LANDLORD'S UNDERTAKINGS...........................................2
4. TENANT'S UNDERTAKINGS.................................................3
5. COSTS AND EXPENSES....................................................3
6. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT...............................3
7. GOVERNING LAW.........................................................3
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i
Private Lot A12787(e)
THIS AGREEMENT is made on 31 December 2004 BETWEEN:
(1) SINGAPORE TECHNOLOGIES PTE LTD, a company incorporated in Singapore and
having its registered office at 00 Xxxxxxx Xxxx #00-00 XxxxXxx Xxxxxx
Xxxxxxxxx 000000 (the "ORIGINAL LANDLORD");
(2) TERRA INVESTMENTS PTE. LTD. a company incorporated in Singapore and having
its registered office at 00X Xxxxxxx Xxxx #00-00 Tower 2 The Atrium @
Xxxxxxx Xxxxxxxxx 000000 (the "NEW LANDLORD"); and
(3) CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in
Singapore and having its registered office 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X
Xxxxxx 0 Xxxxxxxxx 000000 (the "TENANT").
WHEREAS:
(A) By the Lease (as defined below), the Original Landlord leased to the Tenant
the Premises (as defined below) for the Term (as defined below), subject to
the compliance by the Tenant of the tenant's obligations and the conditions
contained in the Lease.
(B) By an Agreement (as defined below) made between the Original Landlord and
the New Landlord, the Original Landlord agreed to sell / transfer to the
New Landlord the Premises together with the benefit of and subject to the
Lease.
(C) The Original Landlord wishes to be released and discharged from further
performance of the Lease and the Tenant has agreed to release and discharge
the Original Landlord subject to the New Landlord's agreement to perform
the Lease and to be bound by the terms of the Lease in place of the
Original Landlord on the terms and conditions set out below.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions
The following definitions apply unless the context requires otherwise:
1.1.1 "AGREEMENT" means collectively the (1) a Sale and Purchase Agreement
dated 15 December 2004 made between the Original Landlord and the New
Landlord and (2) a letter of nomination dated 31 December 2004 issued
by Temasek Holdings (Private) Limited, a company incorporated in the
Republic of Singapore and having its registered office at 00X Xxxxxxx
Xxxx #00-00 Tower 2, The Atrium @ Xxxxxxx Xxxxxxxxx 000000 pursuant
to the terms of the Sale and Purchase Agreement, nominating the New
Landlord
1.1.2 "EFFECTIVE DATE" means 1 January 2005;
1.1.3 "LEASE" means the agreement for sub-licence and sub-lease dated 30
July 2001 made between the Original Landlord and the Tenant in
respect of the Premises;
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Private Lot A12787(e)
1.1.4 "PREMISES" means all that piece of land known as Private Xxx
X00000(x) (xxxx xx Xxxxxxxxxx Xxxxxx Xxx 0000X) of Mukim 13 as shown
on the plan attached to the Building Agreement dated 30 July 2001
made between Jurong Town Corporation and the Original Landlord;
1.1.5 "PERSON" means a person, firm, company or corporation;
1.1.6 "TERM" means a period of 30 years (less 1 day) commencing on 1 March
2000
1.2 General
Headings are for convenience only and do not affect interpretation. The
following rules of interpretation apply unless the context requires
otherwise:
1.2.1 the singular includes plural and conversely;
1.2.2 a gender includes all genders;
1.2.3 a reference to any party to this Agreement or any other agreement or
document includes the party's successors or assigns;
1.2.4 a reference to a right or obligation of any two or more persons
confers that right, or imposes that obligation, on each of them
individually and both (or all) of them together; and
1.2.5 unless stated otherwise, one word or provision does not limit the
effect of another.
2. SECURITY DEPOSIT
Each of the Original Landlord, the New Landlord and the Tenant hereby
confirms and acknowledges that notwithstanding any agreement to the
contrary, no rental deposit had been paid by the Tenant to the Original
Landlord in respect of the lease by the Tenant to the Original Landlord nor
has the Original Landlord received any rental deposits in respect of the
lease of the Premises.
3. NEW LANDLORD'S UNDERTAKINGS
3.1 With effect from the Effective Date, the New Landlord hereby undertakes
with:
3.1.1 the Original Landlord to perform the Lease and to be bound by all the
terms, obligations, stipulations and conditions thereof in every way
as if the New Landlord were originally named as a party to the Lease
in lieu of the Original Landlord;
3.1.2 the Tenant to perform the Lease and to be bound by all the terms,
obligations, stipulations and conditions thereof in every way as if
the New Landlord were originally named as a party to the Lease in
lieu of the Original Landlord; and
3.1.3 the Tenant to refund to the Tenant the deposit ("JTC DEPOSIT") of
Singapore Dollars Fifteen Thousand (S$15,000.00) or such amount
(after deduction (if any) by Jurong Town Corporation pursuant to
Clause 2.27 of the Building Agreement dated 30 July 2001 made between
Jurong Town Corporation and the Original Landlord); whichever is the
lesser, within 14 days from the date of receipt by the New Landlord
of the JTC Deposit from Jurong Town Corporation,
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Private Lot A12787(e)
and the New Landlord will accordingly duly and punctually perform and
observe all the terms, obligations, stipulations and conditions of the
Lease on the part of the Original Landlord to be performed and observed.
The New Landlord shall keep the Original Landlord fully indemnified against
all claims, demands, actions, proceedings, damages, losses, costs, expenses
and liabilities caused or contributed by any default or failure on the New
Landlord's part to discharge and fulfil as aforesaid the Original
Landlord's obligations under the Lease, to the intent that the Original
Landlord shall be under no further obligations or liabilities to and suffer
no loss or expense under any claim made by the Tenant in respect of the
Lease.
3.2 Nothing in this Agreement shall affect the obligations and liabilities of
the Original Landlord under the Lease which have arisen or accrued at any
time prior to the Effective Date and all such obligations and liabilities
which have arisen or accrued at any time prior to the Effective Date and
the terms and conditions of the Lease applicable in relation thereto shall
continue in full force and effect and be binding on the Original Landlord.
3.3 Nothing in this Agreement shall impose on the New Landlord any obligations
or liabilities under the Lease which may have arisen and accrued at any
time prior to the Effective Date.
4. TENANT'S UNDERTAKINGS
4.1 The Tenant hereby releases and discharges the Original Landlord from the
further performance of the Lease with effect from the Effective Date and
from all obligations, claims, demands and liabilities whatsoever under the
Lease arising on or after the Effective Date and the Tenant hereby accepts
the obligations and liability of the New Landlord in lieu of the Original
Landlord in respect of all such obligations, claims, demands and
liabilities whatsoever under the Lease arising on or after the Effective
Date and hereby undertakes with the New Landlord that it shall be bound by
all the terms, obligations, stipulations and conditions of the Lease in
every way as if the New Landlord were originally named as a party to the
Lease in lieu of the Original Landlord.
5. COSTS AND EXPENSES
5.1 Each party shall bear its own legal and other costs and expenses (including
any goods and services tax thereon) in the preparation and completion of
this Agreement.
5.2 The New Landlord shall bear the stamp duty payable on this Agreement (in
triplicate).
6. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to
enforce or enjoy the benefit of any term of this Agreement.
7. GOVERNING LAW
This Agreement shall be governed by the laws of Singapore.
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Private Lot A12787(e)
IN WITNESS WHEREOF the parties hereto have entered into this Agreement on the
day and year first abovewritten.
SIGNED by Chia Xxx Xxx )
)
for and behalf of )
) /s/ Chia Xxx Xxx
SINGAPORE TECHNOLOGIES PTE LTD )
)
in the presence of: )
/s/ Lim Tchuang Cheio
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Witness's signature
Name: Lim Tchuang Cheio
Address:
Occupation: Manager, Legal
SIGNED by Xxx Xxxxx Mein )
)
for and behalf of )
) /s/ Xxx Xxxxx Mein
TERRA INVESTMENTS PTE. LTD. )
)
in the presence of: )
)
/s/ Chng Yin Hun
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Witness's signature
Name: Chng Yin Hun
Address:
Occupation: Associate Director, Finance
SIGNED by Chia Song Hwee )
)
for and behalf of )
)
CHARTERED SEMICONDUCTOR MANUFACTURING LTD ) /s/ Chia Song Hwee
)
in the presence of: )
/s/ Chow Xxx Xxx
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Witness's signature
Name: Chow Xxx Xxx
Address:
Occupation: Legal Counsel
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