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EXHIBIT 10.35
XXXXXXX XXX X00000(x)
DATED THIS 17TH DAY OF FEBRUARY 0000
XXXXXXX
XXXXXXXXX TECHNOLOGIES PTE LTD
.. OF THE ONE PART
AND
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
.. OF THE OTHER PART
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AGREEMENT FOR SUB-LICENCE AND SUB-LEASE
(PRIVATE LOT A12787(a))
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File Ref: XXX/XXXX/xxx/00000/000
XXXXX & XXXXXXXX
XXXXXXXXX & XXXXXXXXXX
XXXXXXXXX
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THIS AGREEMENT is made the 17th day of February 1998 between:-
(1) SINGAPORE TECHNOLOGIES PTE LTD, a company incorporated in Singapore and
having its registered office at 00 Xxxxxxx Xxxx Xxxxx #00-00/00 Xxx
Xxxxx, Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxxx 000000 (hereinafter called
"ST" which expression shall include its successors-in-title); and
(2) CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in
Singapore and having its registered office at 00 Xxxxxxxxx Xxxxxxxxxx
Xxxx X Xxxxxx 0, Xxxxxxxxx 000000 (hereinafter called "CSM" which
expression shall include its successors-in-title and permitted
assigns).
WHEREAS:-
(A) ST has entered into a Building Agreement (hereinafter called "the
Building Agreement" which expression shall include all variations
thereof and supplements thereto) dated the 17th day of February 1998
with Jurong Town Corporation (hereinafter called "JTC" which expression
shall include its successors-in-title and assigns) in respect of the
land more particularly described in the First Schedule hereto
(hereinafter called "the Property") for the construction of factory
buildings and other structures therein and for the installation of
equipment fixtures and fittings thereof for the purpose of wafer
fabrication plant operations in accordance with the terms and
conditions contained in the Building Agreement.
(B) Under the terms of the Building Agreement, JTC has agreed to:-
(a) grant a licence to ST to enter upon the Property for a period of
three (3) years commencing from the 16th day of November 1995;
and
(b) lease the Property to ST for a term of thirty (30) years
(hereinafter called "the Head Lease") commencing from the 16th
day of February 1994 upon compliance with the conditions set out
in Clause 4 of the Building Agreement,
on the terms and conditions set out therein.
(C) With the consent of JTC, ST has agreed:-
(a) to grant a sub-licence to CSM for a period of three (3) years
(less one (1) day) commencing from the Commencement Date; and
(b) that upon the completion of the Development and subject to
compliance with the conditions set out in this Agreement, ST
shall grant to CSM a sub-lease of the Property for a term of
thirty (30) years less one (1) day commencing from the 16th day
of February 1994,
on the terms and conditions hereinafter set out.
NOW IT IS HEREBY AGREED as follows:-
1. In this Agreement, the following expressions shall have the following
meanings:-
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"Commencement Date" means the 16th day of November 1995;
"Development" means the construction on the Property of factory
buildings and other structures therein and the installation thereon of
equipment fixtures and fittings thereof for the purpose of wafer
fabrication plant operations in accordance with the terms and
conditions contained in the Building Agreement;
"First Sublease Agreement" means the Agreement for Sub-licence and
Sub-lease dated 30 September 1997 made between ST and CSM with respect
to the Sub-licence and Sub-lease of Xxxxxxx Xxx X00000.
"Private Xxx X00000" means all that piece of land known as Xxxxxxx Xxx
X00000 forming part of the Government Survey Lots 937 and 1949 and part
of Xxxxxxxxx Xxxx (xxx), Xxxxx Xx. 00, Xxxxxxxxx and situated in the
Republic of Singapore as shown on the plan annexed to the building
agreement relating thereto made between JTC and ST and estimated to
contain an area of 52,525 square metres more or less subject to survey.
"Private Lot A12878(b)" means all that piece of land known as Xxxxxxx
Xxx X00000(x) forming part of the Government Survey Xxx 0000X, Xxxxx
Xx. 00, Xxxxxxxxx and situated in the Republic of Singapore as shown on
the plan annexed to the building agreement relating thereto made
between JTC and ST and estimated to contain an area of 7,015 square
metres more or less subject to survey.
"Private Xxx X00000(x)" means all that piece of land known as Private
Lot A12787(d) forming part of the Government Survey Xxxx 000X xxx
0000X, Xxxxx Xx. 00, Xxxxxxxxx and situated in the Republic of
Singapore as shown on the plan annexed to the building agreement
relating thereto made between JTC and ST and estimated to contain an
area of 47,640 square metres more or less subject to survey.
"Sub-Licence Period" means the period of three (3) years less one (1)
day commencing from and including the Commencement Date.
2. For the Sub-Licence Period or for such further period as may be
extended by ST, CSM shall have the licence and authority to enter upon
the Property for the carrying-out of the works relating to the
Development in accordance with the stipulations hereinafter contained
and as contained in the Building Agreement and for no other purpose.
3. CSM hereby agrees to perform and observe the following stipulations:-
(i) To hold the Property until the same shall be comprised in a
sub-lease to be granted as hereinafter provided as licensee
upon the same terms as the form of the sub-lease set forth
in the Second Schedule hereto at the same rent and subject
to the same covenants and stipulations so far as applicable
as if a sub-lease thereto has been actually granted and so
that ST shall have all the remedies by whatsoever means for
rent in arrears that are incidental to the relationship of
landlord and tenant but so that nothing herein contained
shall be construed as creating a legal demise or any
greater interest in the licence than a tenancy at will;
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(ii) To pay in advance as from the Commencement Date a licence
fee, calculated at the same rate and on the dates specified
as for the rent reserved in the sub-lease of the Property
in the Second Schedule hereto as if such sub-lease has
actually been granted;
(iii) To pay on JTC's behalf to the Comptroller of Property Tax
an amount equivalent to the sum payable by JTC as property
tax in respect of the Property improvements and structures
thereon during the Sub-Licence Period or of such extended
period (if any) permitted under Clause 4(c) hereof by way
of additional licence fee or for the period prior to the
issue of the sub-lease to be granted under Clause 6 herein;
(iv) To pay interest at the rate of 8.5% per annum or such
higher rate as may be determined from time to time by ST in
respect of any outstanding amount payable by CSM under this
Agreement from the date such amount becomes due until
payment in full is received by ST.
(v) To pay to ST all survey fees and other charges including
those payable to and claimed by the relevant Government
Planning Authorities for the survey of the Property for the
purpose of sub-division of the land of which the Property
forms part and amalgamation of the Property with Xxxxxxx
Xxx X00000 and for the preparation and issue of a
Certificate of Title PROVIDED THAT JTC shall have the right
to employ its own surveyor to carry out the said survey in
which event CSM shall bear all costs incurred.
(vi) At the cost and expense of CSM:-
(a) to engage a professional engineer to carry out soil
investigations to advise on the soil conditions and
to design structurally sound buildings proposed to be
erected taking into consideration the condition of
the Property; and
(b) to execute such work as may be required to be done in
respect of the state and condition of the Property
(especially its ground levels, topography and soil
conditions) which state and condition CSM shall be
deemed to have full knowledge.
(vii) Without prejudice to sub-clause (vi) above to submit within
three (3) months from the Commencement Date to ST for its
and JTC's approval and then to the relevant Government
Planning and Building Authorities full and complete plans
elevations and specifications of the buildings proposed to
be erected on the Property in accordance in every way with
the requirements under the Planning Act and the Local
Government Integration Act PROVIDED THAT ST or JTC may give
or refuse their approval at their absolute discretion.
(viii) At its own cost to commence erection on the Property either
within six (6) months from the Commencement Date or within
one (1) month from the date of approval of the plans by the
relevant Government Building Authorities, whichever is the
earlier, and in a substantial and xxxxxxx-like manner with
the best materials of their available kinds and in
conformity in every respect with the plans, elevations,
sections and specifications approved by ST and JTC and the
relevant Government Building Authorities to finish the
Development so as to be completely fit for immediate
occupation and operation within the Sub-Licence Period
PROVIDED ALWAYS THAT in the planning, erection,
construction and completion of the said buildings to
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be comprised on the Property, Xxxxxxx Xxx X00000, Xxxxxxx
Xxx X00000(x), Private Lot A12787(d) and any other land
occupied by ST within Woodlands Industrial Park D, to
develop to an average gross plot ratio of not less than 0.6
but not more than 1.4 and in the event that the gross plot
ratio exceeds 1.4 CSM shall be responsible for such
proportion (as may be mutually agreed upon between ST and
CSM) of the development charges/differential land premium
and other charges payable in consequence thereof AND
PROVIDED FURTHER THAT CSM shall not install or use any
electrical installation, machine or apparatus that may
cause or causes heavy power surge, high frequency voltage
and current, air borne noise, vibration or any electrical
or mechanical interference or disturbance whatsoever which
may prevent or prevents in any way the service or use of
any communication system or affects the operation of other
equipment, installations, machinery, apparatus or plants of
other licensees.
(ix) At its own cost to take such steps and execute such works
upon the Property as may be necessary for the protection of
shores and embankments if any and for the prevention of
earth-slip erosion of soil and failure of slopes
expeditiously in a xxxxxxx-like manner and to the
satisfaction of ST and JTC and other relevant governmental
and statutory authorities.
(x) If CSM shall fail to complete the Development and to
commence operations within the period specified in Clause
3(viii) or within any extended period under Clause 4(c)
hereof CSM shall pay to ST a sum calculated at the rate of
$200.00 per day as liquidated damages for the period during
which the said buildings to be comprised in the Development
shall so remain or have remained incomplete.
(xi) To remove and replace any materials brought on the Property
or used for the Development or any part thereof which ST or
JTC shall require to be removed as being inferior or unfit
and to make good any workmanship which ST or JTC shall
consider imperfect and if CSM fails to remedy such defects
ST or JTC may enter upon the Property and remedy such
defects at the expense of CSM after expiry of fourteen (14)
days' notice being given to CSM to do so.
(xii) Not to erect or build or permit or suffer to be erected or
built any building, structure or installation other than
those conforming with the plans elevations sections and
specifications approved by ST and JTC and the relevant
Government Building Authorities nor to make any alterations
in the external elevation of any of the said buildings to
be comprised in the Development when erected without the
prior consent in writing of ST and JTC.
(xiii) In the erection and completion of the Development to do all
acts and things required by and to perform the works in
conformity in all respects with the provisions of any laws
or regulations made thereunder and to pay and keep ST and
JTC indemnified against all claims and other payments
whatsoever which during the progress of the works may
become payable in respect of the said works or of anything
done under the authority herein contained and from time to
time to discharge and pay all claims, assessments and
outgoings now or at any tine hereafter be chargeable
against JTC or ST under any law or otherwise in regard to
the Property, the said buildings or any structures or
installations thereon.
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(xiv) Not to do or permit or suffer to be done in or upon the
Property or any part thereof anything which in the opinion
of ST or JTC may be or become a nuisance or annoyance or
cause damage or inconvenience to ST or to JTC or to the
licensees or occupiers of any adjoining or neighbouring
premises or whereby any insurance for the time being
effected on the Property under sub-clause (xix) herein may
be rendered void or voidable or be in any way affected.
(xv) Not to sell or dispose of any earth, clay, gravel or sand
from the Property or permit or suffer any of the same to be
removed except so far as shall be necessary for the
execution of the said works PROVIDED nevertheless that CSM
may use for the purpose of the said works any of the
approved materials if so required.
(xvi) Not without the prior consent in writing of ST and JTC to
remove or permit or suffer to be removed until after
completion of the buildings comprised in the Development in
accordance with the provisions herein contained any
building materials (other than inferior or unfit materials
removed for the purpose of being replaced by proper
materials) or plant which shall be brought upon the
Property or Xxxxxxx Xxx X00000 for the purpose of the
Development.
(xvii) Not without the prior consent in writing of ST and JTC to
affix or exhibit or erect or paint or permit or suffer to
be affixed or exhibited or erected or painted on or upon
any part of the exterior of the Property or of the external
walls or rails or fences thereof any nameplate, signboard,
placard, poster or other advertisement or hoarding.
(xviii) Not at any time to deposit or make up or manufacture or
permit or suffer to be deposited made up or manufactured
upon the Property or Xxxxxxx Xxx X00000 any building or
other materials except such as shall be actually required
for the buildings to be erected on the Property (and on
Xxxxxxx Xxx X00000 as the case may be) in accordance with
this Agreement and the Building Agreement and as soon as
the buildings hereinbefore agreed to be erected shall be
completed at its own expense to remove from the road or
footpath adjoining the Property and Xxxxxxx Xxx X00000 or
the ground intended to be used for such road or footpath
all building and other materials and waste whatsoever.
(xix) As soon as any of the said buildings comprised in the
Development shall have reached a height of five (5) feet
above ground level to insure the same to the full value
thereof in the joint names of ST, JTC and CSM against loss
or damage by fire in some insurance office approved by JTC
and ST and shall increase such insurance proportionately as
the said buildings approach completion and to keep the same
so insured until a sub-lease shall be granted as
hereinafter provided and to pay all premiums thereof at
least seven (7) days before the expiry date of such
insurance policy and to produce to ST or JTC (if so
directed by ST) or their respective agents without demand
the policy or policies of such insurance and the receipt
for each such payment and in the event the said buildings
or any part thereof are destroyed or damaged by fire then
to forthwith give to ST and JTC written notice of such
destruction or damage and to forthwith cause all monies
received by virtue of any such insurance to be forthwith
laid out in rebuilding and reinstating the buildings to the
satisfaction of ST and JTC and to make up any deficiency
thereof out of its own monies, but the rebuilding and
reinstatement shall in any event commence and be
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completed within the period specified by ST and JTC
PROVIDED ALWAYS THAT if CSM shall at any time fail to keep
the Property insured as aforesaid ST or JTC may without
being under any obligation to do so do all things necessary
to effect or maintain such insurance and any monies
expended by either ST or JTC for that purpose shall be
repayable by CSM on demand and be recovered forthwith from
CSM as a debt PROVIDED FURTHER THAT notwithstanding the
covenant contained in this Clause 3(xix), CSM may exercise
the option not to rebuild or reinstate the buildings
subject to the following conditions:-
(a) without prejudice to Clause 4(b), CSM shall give ST
four (4) months' prior notice in writing to
prematurely terminate this Agreement; and
(b) CSM shall forthwith pay or cause to be paid to ST or
if ST so directs to JTC all monies received by virtue
of such insurance.
(xx) Not to sell, assign, create a trust or agency, let, subset
or underlet, charge, grant a licence or part with or share
or in any way dispose of its interest under this Agreement,
or the possession or occupation of the Property, or any
part thereof or otherwise in any way dispose of the
Property or any part thereof EXCEPT THAT, subject to ST's
and JTC's prior written consent (the consent of ST not to
be unreasonably withheld), CSM may mortgage or charge its
interest under this Agreement by way of assignment or
debenture (as the case may be) to secure the repayment of
such sum or sums as CSM may require for the purpose of
erecting or completing the building or other structure to
be built on the Property in accordance with the provisions
of this Agreement and the Building Agreement PROVIDED THAT
CSM shall thereafter continue to be liable for the
observance and performance of the several stipulations
herein contained until the grant of the sub-lease as
hereinafter provided. Notwithstanding the foregoing, CSM
may sublet the property or part thereof to Silicon
Manufacturing Partners Pte Ltd.
(xxi) Not to permit or suffer any person to occupy reside or make
use of any building erected on the Property before a final
or a temporary Certificate of Fitness for Occupation has
been issued by or except with the permission of the
relevant Governmental and Statutory authorities.
(xxii) To make reasonable provision against and be responsible for
all loss, injury and damage to any person (including loss
of life) or property including that of ST and JTC for which
CSM may be held liable arising out of or in connection with
the occupation and use of the Property and the structures
erected thereon and to indemnify ST and JTC against all
proceedings, claims, costs and expenses which ST or JTC may
incur or for which ST or JTC may be held liable as a result
of any act, neglect or default of CSM its servants,
contractors, sub-contractors, or agents or their respective
servants.
(xxiii) To make good and sufficient provision for the safe and
efficient disposal of all waste including but not limited
to pollutants generated at the Property to the requirements
and satisfaction of ST and JTC and other relevant
governmental and statutory authorities PROVIDED THAT in the
event of any default by CSM under this covenant ST or JTC
may carry out such remedial measures as they think
necessary and all costs and expenses incurred thereby shall
be recoverable forthwith from CSM as a debt.
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(xxiv) To construct an internal drainage system to the
satisfaction of ST and JTC to ensure that all surface water
collected is discharged into the public drains and will not
flow into adjoining properties.
(xxv) To construct and complete a permanent culvert within nine
(9) months from the Commencement Date or any extension
thereof as may be approved by ST and JTC and in connection
thereof to submit plans to and to obtain the prior approval
in writing of ST and JTC for the construction of a
temporary crossing.
(xxvi) Within one (1) month of the completion of the permanent
culvert mentioned in sub-clause (xxv) above to remove the
temporary crossing and to reinstate any roads, roadside
xxxxx, drains, turfing or the like damaged by CSM, its
servants, contractors, sub-contractors, or agents or their
respective servants to the satisfaction of ST and JTC and
the relevant Governmental and Statutory authorities.
(xxvii) Within one (1) month of the completion of the construction
of the said buildings and related civil works to reinstate
any damage caused to the roads, roadside xxxxx, drains,
turfing and the said permanent culvert by CSM its servants
contractors or agents or their respective agents to the
satisfaction of ST and JTC and the relevant Governmental
and Statutory authorities.
(xxviii) To place with ST or JTC (if directed by ST) a deposit of
$5,000.00 which shall be forfeited in the event of any
breach of any of the provisions in sub-clauses (xxv),
(xxvi) and (xxvii) herein without prejudice to the rights
and remedies of ST and JTC contained in this Agreement, the
Building Agreement, the Head Lease and the sub-lease.
(xxix) At its own cost to plant and maintain trees and landscape
the Property in accordance with all the requirements of the
Parks and Recreation Department, Ministry of National
Development and other relevant Governmental and Statutory
authorities.
(xxx) At its own cost to execute such work as may be necessary to
divert existing utility services such as pipes, cables and
the like (if any) to the requirements and satisfaction of
ST and JTC and other relevant Governmental and Statutory
authorities.
(xxxi) If CSM shall at any time be found to have encroached upon
any area beyond the allocated boundaries of the Property,
CSM shall at its own cost and expense, but without
prejudice to any other right or remedy ST or JTC may have
against CSM, immediately or within the time specified (if
any) by ST or JTC rectify and remove the encroachment to
the satisfaction of ST and JTC and pay to ST or JTC (if so
directed by ST) such compensation as may be specified by ST
or JTC. If, however, ST or JTC in their absolute discretion
permit CSM to regularise and retain the encroached area or
any part thereof upon such terms and conditions as may be
stipulated by ST or JTC and any other relevant Governmental
and Statutory authorities, CSM shall pay licence fee on the
encroached area with retrospective effect from the date
specified by ST, and CSM shall also pay all survey fees,
amalgamation fees, legal fees (including solicitor and
client costs and expense), and all other costs and charges
relating thereto.
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(xxxii) If any damage of whatsoever nature or description shall at
any time occur or be caused to the Property or any building
or structure or installation thereon, or any part thereof,
to forthwith give to ST and JTC written notice of the
damage and to remedy the damage to the satisfaction of ST
and JTC within such time as ST or JTC may specify, all at
the cost of CSM.
(xxxiii) CSM accepts the Property in its existing state and
condition and further accepts and confirms that ST has made
no representation nor given any assurance as to the present
or future suitability of the Property or its surrounding or
adjacent lands in relation to CSM's use, operations or
occupation at the Property.
(xxxiv) Subject always to Clause 3(viii) herein, to develop the
Property for low rise and low density industrial
development limited to 100 persons per hectare.
(xxxv) Upon CSM's compliance with all the terms, conditions and
obligations of this Agreement, to proceed immediately to
have the Property amalgamated with Xxxxxxx Xxx X00000 with
the approval of the competent authorities under the
Planning Act and to pay for all legal, survey, registration
and any other fees arising from the same.
(xxxvi) Subject to Clause 3(xii) hereinbefore appearing, to ensure
that the maximum height of any boundary wall or fence
(including the anti-climb) erected by CSM shall not exceed
two (2) metres PROVIDED THAT boundary walls or fences (if
any) shall be erected behind baphia or other xxxxxx planted
on the Property.
(xxxvii) At CSM's own cost, at all times, to comply with and observe
the maximum height restriction of 61.0 metres above Mean
Sea Level and any other height restriction(s) on buildings
and structures at the said land as imposed by any
governmental or statutory authority and to ensure that any
height restriction plan(s) which may be furnished to CSM
shall at all times be held in strict confidence and shall
not be shown, revealed or copied to or by any person,
contractor, sub-contractor, watchman, employee, agent,
representative or any other person except with the prior
written consent of ST and JTC.
(xxxviii) Not to keep or allow to be kept any livestock or other
animals at the Property or any part thereof.
(xxxix) In the event that ST or JTC becomes entitled to and does
exercise his right of re-entry upon Xxxxxxx Xxx X00000, or
upon the Property under Clauses 4(b) or 4(d) herein, or CSM
terminates this Agreement or his sub-licence under the
First Sublease Agreement or surrenders part of the Property
or part of Xxxxxxx Xxx X00000 as mentioned in Clause 7
herein or in the First Sublease Agreement (hereinafter
called "the determination"), to immediately do any or all
of the following as may be and to the extent required in
writing by ST and JTC at the cost and expense of CSM and
without claiming any compensation, allowance or payment
from the ST whatsoever:-
(a) if CSM has failed to commence erection of the
buildings proposed to be erected on the Property in
accordance with this Agreement or if any partially or
fully completed building or structure straddles
across, abuts or is very near the common boundary of
the Property and Xxxxxxx Xxx X00000, then CSM shall,
if
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the determination is in respect of the Property,
demolish and remove all partially completed buildings
and structures on the said land and all buildings and
structures on the Property or Xxxxxxx Xxx X00000
which straddle across, abut or are very near the
common boundary of the Property and Xxxxxxx Xxx
X00000, or which would otherwise not comply with
building laws or regulations, but if the
determination is in respect of Xxxxxxx Xxx X00000,
then CSM shall in addition surrender and give
possession of the Property and all other buildings,
structures and fixtures thereon, if any; or
(b) during the period from the time a Certificate of
Fitness for Occupation is issued by the relevant
Governmental authority in respect of any building on
the Property and the time CSM executes one good
sub-lease for the Property and Xxxxxxx Xxx X00000 by
virtue of Clause 6(b) herein, CSM shall, if the
determination is in respect of either the Property or
Xxxxxxx Xxx X00000, immediately surrender and give
possession of Xxxxxxx Xxx X00000 or the Property
respectively, and all buildings, structures and
fixtures thereon; and
(c) reinstate the Property to its original state and
condition;
PROVIDED ALWAYS THAT if CSM shall fail to observe or
perform this covenant or any part thereof, ST or JTC may at
his absolute discretion (but shall not be under obligation
so to do perform the same or any part thereof and all costs
and expenses thereby incurred shall be recoverable from CSM
as a debt AND PROVIDED FURTHER THAT ST or JTC shall not be
liable to CSM for any loss (including loss of life), damage
or inconvenience caused thereby in respect of CSM's failure
to observe or perform this covenant or any part therefore
and CSM shall fully indemnify ST against all loss and
damage suffered by ST. ST's or JTC's rights under this
covenant shall be in addition to ST's or JTC's rights under
and shall not prejudice the generality of Clauses 4(b) and
4(d) herein.
(xl) The licence fees and other taxable sums payable by CSM
under or in connection with the sublicence herein shall be
exclusive of the goods and services tax (hereinafter called
"tax") chargeable by any government, statutory or tax
authority calculated by reference to the amount of the
licence fees and any other taxable sums received or
receivable by ST from CSM and which tax is payable by CSM.
CSM shall pay the tax and ST acting as the collecting agent
for the government, statutory or tax authority shall
collect the tax from CSM together with the licence fees
hereinbefore reserved without any deduction and in advance
without demand on the first day of each of the months of
January, April, July and October, and in the manner and
within the period prescribed in accordance with the
applicable laws and regulations.
(xli) Without prejudice to Clauses 3(xii) and 3(xiii)
hereinbefore appearing, CSM shall not place, construct or
erect or permit the placing, construction or erection of
any building, structure or equipment whatsoever on the 7.6
metre and 15 metre-wide green buffers situated within the
boundary of the Property as shown on the plan annexed to
the Building Agreement and shall comply with the
requirements of the relevant governmental and statutory
authorities including the Urban Redevelopment Authority and
the Building Control Division of the Ministry of National
Development.
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(xlii) (a) CSM shall observe and be bound by the provisions
in the Building Agreement and the Head Lease and
perform all the covenants and conditions on the part
of the lessee contained in the Head Lease insofar as
they relate to the Development and/or the Property;
(b) CSM shall not do omit suffer or permit in relation to
the Development and/or the Property any act or thing
which would or might cause ST to be in breach of the
Building Agreement and the Head Lease or which if
done omitted or suffered or permitted by ST would or
might constitute a breach of the covenants on the
part of the lessee and the conditions contained in
the Building Agreement and the Head Lease;
(c) CSM shall keep ST indemnified against any actions,
proceedings, claims, damages, costs, expenses, losses
or liability incurred by ST arising from any breach,
non-observance, or non-performance by CSM of the
aforesaid provisions, covenants and conditions in the
Building Agreement and the Head Lease.
(xliii) To pay all costs disbursements fees and charges legal or
otherwise including stamp and registration fees in
connection with the preparation stamping and issue of this
Agreement and the sub-lease herein agreed to be granted and
any prior accompanying or future documents or deeds
supplementary collateral or in any way relating to this
Agreement and the sub-lease.
(xliv) To pay all costs and fees legal or otherwise, including
ST's costs as between solicitor and client, in connection
with the enforcement of the covenants and conditions of
this Agreement and the sub-lease as well as JTC's costs if
any action or omission of CSM under this Agreement causes
JTC to take action to enforce the covenants and conditions
of the Building Agreement and the lease to be granted
pursuant thereto.
4. It is hereby mutually agreed that until CSM has performed all its
obligations herein contained ST and JTC shall possess the rights and
powers following:-
(a) The right for ST and JTC and their respective agents with or
without workmen or others at all reasonable times to enter upon
the Property to view the state and progress of the said
buildings and works and the Development and to inspect and test
the materials and workmanship in connection therewith and for
any other reasonable purpose including the construction and
installation of sewers drains pipes and cables on or leading
from any adjoining or neighbouring land of JTC as may be
required by ST or JTC.
(b) Full right and liberty in case any part of the Development
hereby agreed to be erected be not completed and fit for
immediate occupation within the period hereinbefore limited
(time in this respect shall be of the essence of the contract)
and in accordance in every way with the stipulations
hereinbefore contained or in case CSM shall in any other way
fail to perform and observe any of the stipulations on its part
herein contained or if any charging order writ of seizure and
sale or its equivalent made in respect of the Property or any
structure thereon shall be enforced without the written consent
of ST and JTC having first been obtained by CSM or by the person
in whose favour the charging order writ of seizure and sale or
its equivalent shall have been made, ST shall have the right to
re-enter upon
12
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and take possession of the Property and all buildings structures
fixtures plant material and effects whatsoever thereon with
power to hold and dispose thereof as if this Agreement had not
been entered into and without making to CSM any compensation or
allowance for the same and this Agreement shall thereupon
determine but without prejudice to any right of action or other
remedy of ST for the recovery of any licence fee or monies due
to it from CSM or in respect of any breach of this Agreement
PROVIDED ALWAYS THAT ST shall, in addition, also be entitled to
claim and to recover from CSM as a debt, firstly liquidated
damages calculated at and in accordance with the same rates as
that stipulated for liquidated damages in Clause 4(f) of the
sub-lease set out in the Second Schedule hereto as if the
respective year of the term of the lease therein referred to the
respective year of the Sub-Licence Period or any extended period
in which ST exercised its aforesaid right of re-entry under this
Agreement and secondly any sum which ST or JTC may incur in
connection with the demolition and removal of any building,
structure, fitting, fixture or thing which ST or JTC may
consider necessary to demolish and remove AND PROVIDED THAT if
the Property has been assigned by way of mortgage with the
consent of ST and JTC the provisions of this clause shall not
take effect until ST or JTC has served upon the mortgagee notice
in writing specifying the breach and the mortgagee has failed to
remedy such breach.
(c) PROVIDED nevertheless that notwithstanding any such default as
aforesaid in completing the said buildings and works ST may in
its discretion give notice in writing to CSM of its intention
not to enforce the stipulations herein contained and may fix any
extended period for the completion of the Development in
substitution for the said period of three (3) years less one (1)
day hereby fixed for such completion and thereupon the
obligations hereunder of CSM to complete the said works and to
accept a sub-lease hereinafter mentioned shall be taken to refer
to such substituted period.
(d) Without prejudice to the generality of Clause 4(b) hereof full
right and liberty of ST in the event that CSM has failed to
either:-
(1) develop the Property to the gross plot ratio specified in
Clause 3(viii), or
(2) fulfil the investment criterion as stipulated in Clause 6
hereof or in the First Sublease Agreement,
with full and absolute discretion to ST to either:-
(i) re-enter upon and take possession of the Property or any
part thereof and all buildings, structures, fixtures,
plant, material and effects whatsoever thereon with power
to hold and dispose thereof as if this Agreement had not
been entered into and without making to CSM any
compensation or allowance for the same and this Agreement
shall thereupon determine but without prejudice to any
right of action or other remedy of ST or recovery of any
licence fee or monies due to ST from CSM or in respect of
any breach of this Agreement, or
(ii) reduce the term of sub-lease in respect of the Property and
Xxxxxxx Xxx X00000 to such a lesser term that JTC may grant
to ST pursuant to the terms of the Building Agreement (less
one (1) day) in which event CSM shall execute such
documents as ST
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shall deem necessary and in connection therewith, pay all
costs disbursements fees and charges legal or otherwise as
provided in Clause 3(xliv).
PROVIDED ALWAYS that if the Property or Xxxxxxx Xxx X00000 has
been assigned by way of mortgage with the consent of ST and JTC,
the provisions of this sub-clause (d) shall not take effect
until ST or JTC had served upon the mortgagee notice in writing
specifying the breach and the mortgagee has failed to remedy
such breach.
5. CSM hereby agrees that if any failure on its part to observe or perform
any of its covenants contained in this Agreement results in the failure
of ST to comply with its obligations under the Building Agreement and
such failure entitles JTC to re-enter upon and take possession of the
Property and JTC exercises such right, then this Agreement shall
forthwith terminate without ST making to CSM any compensation or
allowance for the same and without prejudice to any right of action or
other remedy of ST for the recovery of any licence fee or monies due to
it from CSM or in respect of any breach of this Agreement.
6. (a) If the Development shall have been completed to the
satisfaction of ST and JTC and the relevant Government Building
Authorities (to be evidenced by their certificates in writing to
that effect) within the Sub-Licence Period or of such extended
period (if any) as aforesaid and if CSM shall have performed and
observed all the stipulations herein on its part contained other
than such as any have been waived as aforesaid and if there
shall have been an average minimum investment for the Property
and Xxxxxxx Xxx X00000 and A12787(b) by CSM of $1,000.00 per
square metre of the gross floor area of the buildings on
buildings and civil works, and a minimum investment of $500.00
per square metre on plant and machinery, within the Sub-Licence
Period (due proof thereof to be produced by CSM to the
satisfaction of ST and JTC on or before 14th May 1999 and if JTC
has granted to ST a lease of the Property and premises together
with the Development for the term of thirty (30) years from the
16th day of February 1994 then ST shall grant and CSM shall
accept and execute a counter part of one good and sufficient
sub-lease of the Property and premises to CSM for the term of
thirty (30) years from the 16th day of February 1994 less one
(1) day at the rent and in the form containing the reservation
exceptions covenants conditions and provisions set forth in the
Second Schedule hereto with such modifications as circumstances
may render necessary and such other covenants conditions or
stipulations to be performed by CSM governing or regulating the
use of the Property as ST and JTC thinks fit with a view to
preserving, the value thereof or protecting the interests of the
licensees or occupiers of land or premises adjacent to the
Property from any dangerous or obnoxious or otherwise harmful
activities which may be carried out by CSM whether or not such
activities are incidental to CSM's trade PROVIDED THAT until
such sub-lease is executed CSM shall be deemed to be the
sub-lessee of the Property as though a sub-lease has been
executed at the same rent and subject to the covenants and
conditions contained in the Second Schedule hereto so far as the
same are applicable.
(b) Upon obtaining the competent authorities' approval for the
amalgamation referred to in Clause 3(xxxv) above and the
Certificate of Title for the amalgamated premises, and if JTC
has granted to ST a Lease of the amalgamated premises ST shall,
subject to the CSM's satisfaction of the conditions specified in
subclause (a) of this clause and if instead of
14
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granting separate leases for the said Xxxxxxx Xxx X00000 and for
the Property as stipulated in subclause (a) of this clause, JTC
grants one good and sufficient lease or sublease for the
amalgamated premises together with the buildings erected thereon
with their appurtenances for the term of thirty (30) years from
the 16th day of February 1994. CSM shall accept and execute a
counterpart of such good and sufficient sub-lease of the
amalgamated premises together with the buildings erected thereon
with their appurtenance for the term fo thirty (30) years from
the 16th day of February 1994 less one (1) day. The said
sub-lease shall, subject to such modifications as may be agreed
between the JTC and/or ST and CSM or as circumstances may render
necessary, be on the same terms, covenants and stipulations as
contained in the Second Schedule of this Agreement.
7. CSM may, at any time during the Sub-Licence Period and any extensions
thereof granted under Clause 4(c) terminate this Agreement or surrender
part of the Property or his licence in respect of Xxxxxxx Xxx X00000 or
part of both by giving to ST four (4) months' prior notice in writing
SUBJECT to the consent and the conditions of the consent in writing of
ST and JTC in relation to the Property or Xxxxxxx Xxx X00000 or both
(including the right of JTC and ST to require CSM to terminate the
Sub-lease in respect of Private Lot A12787), PROVIDED ALWAYS THAT such
termination or surrender shall be without prejudice to any right or
remedy which may have or will accrue to ST prior to the expiry of the
four (4) months' notice AND PROVIDED FURTHER THAT CSM shall in addition
to the licence fee (which at the discretion of ST may be apportioned
for the period commencing from the Commencement Date up to the date of
delivery of vacant possession of the Property or part thereof to ST)
survey fees, property tax and other charges specified herein forthwith
pay to ST as liquidated damages in accordance with and calculated at
the same rates as that stipulated for liquidated damages in Clause 4(f)
of the sub-lease set out in the Second Schedule hereto PROVIDED THAT
before the delivery of vacant possession as aforesaid if ST shall so
desire CSM shall at the cost and expense of CSM comply with the
requirements of JTC and ST under Clause 3(xxxix) of this Agreement and
licence fee and property tax shall continue to be payable until the
same has been completed to the satisfaction of JTC and ST PROVIDED ALSO
THAT CSM shall, without prejudice to Clause 3(viii) and 3(xli), ensure
that the Property and any other remaining land occupied by ST within
Woodlands Industrial Park D comply with the setback requirements and
other planning requirements and do not exceed the average maximum gross
plot ratio of 1.4 after the termination or surrender AND PROVIDED
FURTHER THAT if CSM shall on his own accord terminate the First
Sublease Agreement or surrender part of Xxxxxxx Xxx X00000 in
accordance with the terms therein and JTC or ST consequently requires
CSM to also terminate this Agreement or to surrender part of the said
land then the provisions of this clause shall also apply to CSM as if
CSM had itself terminated this Agreement.
8. ST hereby covenants that:-
(i) it has obtained the written consent of JTC to the sub-licence
and sub-lease herein;
(ii) ST shall pay the rent and all other monies and shall perform the
lessee's covenants and conditions contained in the Head Lease
(save for such covenants as shall be performed by CSM pursuant
to the provisions of Clause 3(xliii) hereof);
(iii) ST shall take all reasonable steps to obtain the consent of JTC
whenever CSM makes any request in connection with the Property
that requires the approval of JTC under this Agreement or the
Building Agreement;
15
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(iv) Upon notice from CSM, ST will take all reasonable steps to
enforce promptly the obligations undertaken by JTC in the Head
Lease.
9. (a) All notices, demands or other communications required or
permitted to be given or made hereunder shall be in writing and
delivered personally or sent by prepaid post (by air-mail if to
or from an address outside Singapore) with recorded delivery or
facsimile addressed to the intended recipient thereof at its
address set out below or at its last known address or at its
facsimile number set out below (or to such other address or
facsimile number as any party may from time to time duly notify
in writing to the other) and marked to the attention of the
person named below in respect of the intended recipient. Any
such notice, demand or communication shall be deemed to have
been duly served (if given or made by facsimile) immediately or
(if given or made by letter) 24 hours after posting or (if made
or given to or from an address outside Singapore) 72 hours after
posting and in proving the same it shall be sufficient to show
that the envelope containing the same was duly addressed,
stamped and posted. The initial addresses and facsimile numbers
of the parties for the purposes of this Agreement are:-
ST : SINGAPORE TECHNOLOGIES PTE LTD
00 Xxxxxxx Xxxx Xxxxx #01-01/02 The Xxxxx
Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxxxxx 000000
Attention: Director,
Corporate Services
Facsimile No: 773 4106
CSM : CHARTERED SEMICONDUCTOR MANUFACTURING LTD
00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0
Xxxxxxxxx 000000
Attention: Vice President,
Facility Systems
Facsimile No: 360 3812
10. The illegality, invalidity or unenforceability of any provision of this
Agreement under the law of any jurisdiction shall not affect its
legality, validity or enforceability under the law of any other
jurisdiction nor the legality, validity or enforceability of any other
provision.
11. (a) This Agreement shall be construed and governed by the laws of
Singapore.
(b) Any dispute arising out of or in connection with this Agreement,
including any question regarding its existence, validity or
termination, shall be referred to and finally resolved by
arbitration in Singapore in accordance with the Arbitration
Rules of the Singapore International Arbitration Centre ("SIAC
Rules") for the time being in force which rules are deemed to be
incorporated by reference into this clause. The tribunal shall
consist of one (1) arbitrator to be appointed by the Chairman of
Singapore International Arbitration Centre and the language of
the arbitration shall be English.
16
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(c) Nothing shall affect the right to serve process in any manner
permitted by law.
THE FIRST SCHEDULE ABOVE REFERRED TO
All that piece of land known as Private Lot A12787(a) forming part of
the Government Survey Xxx 0000X, Xxxxx Xx 00, Xxxxxxxxx and situated in
the Republic of Singapore as shown on the plan annexed to the Building
Agreement and estimated to contain an area of 29,824 square metres more
or less subject to survey.
17
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THE SECOND SCHEDULE ABOVE REFERRED TO
----- ------- ---------
L 1 Ver 1
----- ------- ---------
THE LAND TITLES ACT
-----------------------
-----------------------
(For Official use only)
SUB-LEASE
(A) DESCRIPTION OF LAND
-------------------------------------------------------------------------------------------------------------------
CT/SSCT/SCT Mukim Town Lot No. Property Address
Subdivision Whole or part (if part lot, to
state appd new lot/strata lot)
--------------------------
Volume Folio
-------------------------------------------------------------------------------------------------------------------
13 Whole
(Private Lot A12787(a)
(the "demised premises")
-------------------------------------------------------------------------------------------------------------------
(B) LESSOR:
-------------------------------------------------------------------------------------------------------------------
ID/CO REGISTRATION NO. 199004768N
-------------------------------------------------------------------------------------------------------------------
NAME: SINGAPORE TECHNOLOGIES PTE LTD (the "Lessor")
-------------------------------------------------------------------------------------------------------------------
ADDRESS: 00 Xxxxxxx Xxxx Xxxxx #00-00/00
(xxxxxx Xxxxxxxxx for
service of Notice) Xxx Xxxxx, Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxxxxx 000000
-------------------------------------------------------------------------------------------------------------------
(the registered proprietor of a leasehold estate for the term of thirty (30)
years commencing from the 16th day of February 1994) HEREBY LEASES the
registered estate or interest of the Lessor in the land above described to:-
18
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(C) LESSEE:
-------------------------------------------------------------------------------------------------------------------
ID/CO REGISTRATION NO. 198703584K
-------------------------------------------------------------------------------------------------------------------
NAME: CHARTERED SEMICONDUCTOR MANUFACTURING LTD (the "Lessee")
-------------------------------------------------------------------------------------------------------------------
PLACE OF INCORPORATION Singapore
-------------------------------------------------------------------------------------------------------------------
ADDRESS: 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 2
(within Singapore for
service xx Xxxxxx) Xxxxxxxxx 000000
-------------------------------------------------------------------------------------------------------------------
19
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FOR TERM OF LEASE
Term of Lease: Thirty (30) years less one (1) day
Commencement Date: 16th day of February 1994 (hereinafter referred to as
"the Commencement Date")
Consideration: The average minimum investment by the Lessee on building
and civil works of $1,000/- per square metre of the
gross floor area and on plant and machinery of $500/-
per square metre of Private Lots A12787, A12787(a) and
A12787(b) (hereinafter referred to as "the fixed
investment criteria") and the average gross plot ratio
of not less than 0.6.
Annual Rent: As stipulated in Clause 1(a) of the Special Covenants
and Conditions hereinafter appearing.
Easement & Reservation: TOGETHER WITH the benefit of the rights
granted to the Lessor and SUBJECT TO the rights reserved
to Jurong Town Corporation ("JTC") mentioned in the
Lease dated the [ ] day of [ ] made between JTC and the
Lessor (the "Head Lease" which expression shall include
the provisions of the Memorandum of Lease filed in the
Registry of Titles as No. ML I/30809F and the First
Variation of Memorandum of Lease VML I/076384J as well
as all variations thereof and supplementals thereto).
SUBJECT TO:-
(D) PRIOR ENCUMBRANCES (TO STATE 'NIL' IF THERE ARE NONE):
------------------------------------------------------------------------
Nil
------------------------------------------------------------------------
AND the following:-
(E) COVENANTS AND CONDITIONS
The Lessee hereby covenants to perform and observe the covenants,
conditions and powers implied by law in instruments of lease (or to
such of them as are not hereinafter expressly negative or modified);
(F) SPECIAL COVENANTS AND CONDITIONS
1. The Lessee hereby covenants as follows:-
(a) To pay from the 16th day of November 1995 the yearly
rent of Dollars Five Hundred and Eighty-Five Thousand
One Hundred and Forty-Six and Cents Eighty-Eight only
($585,146.88) to be paid by equal quarterly instalments
on the 1st day of each of the months of January, April,
July and October in every year of the said term without
any deduction and in advance without demand at the
office of the Lessor or at such other office
20
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as the Lessor may designate calculated at the rate of $19.62 per
square metre per annum (hereinafter referred to as "the Initial
Rent") of the demised premises having an area of 29,824 square
metres (hereinafter referred to as "the preliminary survey
area", which may at any time be adjusted on completion of final
survey if any, and in which event if the area adjusted exceeds
five square metres more, or less, than the preliminary survey
area the rental paid or payable by the Lessee shall accordingly
also be adjusted and be paid and payable or refunded as the case
may be in respect of the full difference between the preliminary
survey area and the final survey area, with retrospective effect
from the commencement of the said term of the Sub-Lease herein),
which rate was last increased on the 16th day of February 1996
to the rate of $21.39 per square metre per annum. The yearly
rent so increased on the 16th day of February 1996 shall be
increased by 9% per annum (compounded annually) on the 16th day
February 1997 and on the 16th day of February of every year
thereafter.
(b) (i) To observe and be bound by the provisions in the Head
Lease and perform all the covenants and conditions on
the part of the tenant contained in the Head Lease
insofar as they relate to the Property;
(ii) Not to do omit suffer or permit in relation to the
Property any act or thing which would or might cause the
Lessor to be in breach of the Head Lease or which if
done omitted or suffered or permitted by the Lessor
would or might constitute a breach of the covenants on
the part of the tenant and the conditions contained in
the Head Lease; and
(iii) To keep the Lessor indemnified against any actions,
proceedings, claims, damages, costs, expenses, losses or
liability incurred by the Lessor arising from any
breach, non-observance, or non-performance by the Lessee
of the aforesaid covenants and conditions in the Head
Lease.
(c) To pay the rents hereinbefore reserved on the days and in the
manner set out above, without any deductions, set-off or
counterclaim.
(d) As often as any building or structure on the demised premises or
any part thereof shall be destroyed or damaged as aforesaid
forthwith to give to the Lessor written notice of such
destruction or damage and forthwith to cause all monies received
by virtue of such insurance to be laid out in rebuilding and
reinstating the same to the satisfaction of the Lessor and JTC
and in accordance with the plans and specifications approved by
the Lessor and JTC and in accordance with the laws, bye-laws
regulations and planning schemes of every relevant governmental
and statutory authority prevailing at the time, and in case the
monies so received shall be insufficient for that purpose then
to make up the deficiency out of its own monies PROVIDED THAT
the rebuilding and reinstatement shall in any event commence and
be completed within the period specified by the Lessor and JTC
PROVIDED FURTHER THAT notwithstanding the covenant contained in
this clause, the Lessee may exercise the option not to rebuild
or reinstate the buildings subject to the following conditions:
(i) the Lessee shall give to the Lessor four (4) months'
notice in writing to prematurely terminate the term of
the Sub-Lease herein created but without prejudice to
Clause 4(f) and any right or remedy which may have or
will accrue to the Lessor prior to
21
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the expiry of the four (4) months' notice under the
terms and conditions of the Sub-Lease herein; and
(ii) the Lessee shall forthwith pay or cause to be paid to
the Lessor or to JTC if so directed by the Lessor, all
monies received by virtue of such insurance.
(e) The rent and other taxable sums payable by the Lessee under or
in connection with the lease herein shall be exclusive of the
goods and services tax (hereinafter called "tax") chargeable by
any government, statutory or tax authority calculated by
reference to the amount of the rent and any other taxable sums
received or receivable by the Lessor from the Lessee and which
tax is payable by the Lessee. The Lessee shall pay the tax and
the Lessor acting as the collecting agent for the government,
statutory or tax authority shall collect the tax from the Lessee
together with the rent hereinbefore reserved without any
deduction and in advance without demand on the first day of each
of the months of January, April, July and October, and in the
manner and within the period prescribed in accordance with the
applicable laws and regulations.
(f) Not to demise assign mortgage charge create a trust or agency
let sublet or underlet or grant a licence or part with or share
the possession or occupation of the demised premises in whole or
in part at anytime within the period of five (5) years from the
16th November 1995 (hereinafter referred to as "the restrictive
period") EXCEPT THAT and subject to the Lessor's and JTC's prior
written consent, the Lessee may mortgage or charge by way of a
Debenture its interest in the demised premises for the purposes
of obtaining financing for the Lessee's operations at the
demised premises. After the restrictive period the Lessee shall
not demise assign create a trust or agency, mortgage, charge,
let, sublet, or underlet or grant a licence or part with or
share the possession or occupation of the demised premises in
whole or in part at anytime without first obtaining the consent
of the Lessor in writing or otherwise in any way dispose of the
demised premises whether in whole or in part without first
obtaining the consent of the Lessor and JTC in writing. PROVIDED
ALWAYS THAT in the event that any consent to assign is given,
such consent shall, without prejudice to Clauses 1(i) and 1(k),
at all times be subject to the Lessee and the assignee, where
applicable, complying with the setback requirements and any
other planning requirements and not exceeding the average
maximum gross plot ratio of 1.4 in respect of the demised
premises and any other remaining land occupied by the Lessor
within Woodlands Industrial Park D after the assignment. The
restrictions contained in Section 17 of the Conveyancing and Law
of Property Act (Chapter 61) shall not apply. In addition, the
Lessor or JTC may in their absolute discretion in giving the
consent require, inter alia, that the fixed investment criteria
be met and due proof thereof be shown within such period of time
as the Lessor or JTC may stipulate, and in the event of the
non-observance thereof, the Lessor shall be entitled to exercise
its rights under Clause 4(c) herein. Notwithstanding the
foregoing, the Lessee may sublet the demised premises or part
thereof to Silicon Manufacturing Partners Pte Ltd.
(g) At the termination, by notice by the Lessee, or re-entry by JTC
under the Head Lease or re-entry by the Lessor or by expiry or
otherwise, of the term hereby created, to yield up the demised
premises to the Lessor in tenantable repair in accordance with
the Lessee's covenants herein contained PROVIDED THAT, if so
required by the Lessor and upon notice thereof, the Lessee shall
at its own cost and expense properly demolish and remove such
buildings, structures, fixtures and fittings, or any part
thereof, as may be specified by
22
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the Lessor and JTC and reinstate the demised premises to the
satisfaction of the Lessor and JTC and if the Lessee shall fail
to observe or perform this covenant the Lessor or JTC may (but
shall not be under any obligation to do so) execute such works
and recover the costs thereof from the Lessee as a debt.
(h) Not to use or permit or suffer the demised premises or any part
thereof to be used otherwise than for wafer fabrication only
except with the prior consent in writing of the Lessor and JTC.
In granting its consent to any change or extension of use, JTC
and the Lessor may in their absolute discretion require, inter
alia, the Lessee to meet the fixed investment criteria and to
show due proof within such period of time as the Lessor or JTC
may stipulate, and in the event of the non-observance thereof,
the Lessor shall be entitled to exercise its rights under Clause
4(c) hereof. For the avoidance of any doubt, the words "meet" in
this clause and "met" in Clause 2(e) shall include the
maintenance of the fixed investment criteria and if it has not
been maintained then that it be met.
(i) Without prejudice to Clause 1(viii) of ML I/30809F, to ensure
that the gross plot ratio of A12787(a) shall not be less than
0.6 but not more than 1.4 and in the event the gross plot ratio
exceeds 1.4 the Lessee shall at its own cost and expense be
responsible for such proportions (as may be mutually agreed upon
between the Lessor and the Lessee) of the development charges,
differential premium and all other charges that may be payable
in consequence thereof. Notwithstanding the foregoing provision
the Lessee shall ensure that the average gross plot ratio for
Xxxxxxx Xxxx X00000, X00000(x), A12787(b), A12787(d) and any
other land occupied by the Lessor within Woodlands Industrial
Park D shall not be less than 0.6 but shall not exceed the
existing permitted maximum average gross plot ratio of 1.4
except with the prior written approval of the Lessor, JTC and
the relevant governmental and statutory authorities PROVIDED
ALWAYS THAT and without prejudice to clause 1(viii) of ML
I/30809F, the Lessee shall bear such proportion (as may be
mutually agreed upon between the Lessor and the Lessee) of the
development charges/differential premium which may be imposed on
or charged to the Lessor and/or JTC by the relevant governmental
and statutory authorities, and any other charges which may be
imposed in connection with any increase in the said average
gross plot ratio beyond 1.4
(j) The Lessee accepts the demised premises in its existing state
and condition and further accepts and confirms that neither JTC
nor the Lessor has made representation or given any assurance as
to the present or future suitability of the demised premises or
its surrounding or adjacent lands in relation to the Lessee's
use, operations or occupation at the demised premises.
(k) Not to place, construct or erect or permit the placing,
construction or erection of any building, structure or equipment
whatsoever on the 7.6 metre and 15.0 metre wide buffers within
the boundary of the demised premises and to comply with the
requirements of the relevant governmental and statutory
authorities including the Urban Redevelopment Authority and the
Building Control Division of the Ministry of National
Development.
(l) CSM shall not at any time hold the Lessor and/or JTC liable for
any claim, demand, action, proceeding, inconvenience, loss,
damages, costs or expenses of whatsoever kind or description
which the Lessee or any other person may suffer in connection
with or
23
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arising from the Easement referred to in VML I/076384J or any
works carried out in relation thereto.
(m) At all times throughout the term of lease hereby created to keep
in full operation and continue operations at the whole of the
demised premises in accordance with the use permitted in Clause
1(h) herein.
(n) If the Registrar of Titles issues in favour of the Lessee a
Certificate of Title for the leasehold estate comprised in the
Sub-Lease hereby created, the Lessee must, within 2 weeks of
receipt of the said Certificate of Title submit a copy of it to
the Lessor.
(o) If the term of Sub-Lease hereby created shall at any time be
determined by expiry or otherwise, the Lessee must at his own
cost and expense immediately surrender or cause to be
surrendered the said Certificate of Title for the leasehold
estate (and any duplicate instrument) to the Registrar of Titles
for custody and cancellation by the Registrar and the Lessee
shall simultaneously give to the Lessor written notice of such
surrender.
(p) Subject always to Clause 1(i) herein, to develop the demised
premises for low rise and low density industrial development
limited to 100 persons per hectare.
(q) To pay all legal fees (including the Lessor's solicitors'
charges on a solicitor and client basis) stamp duty and all
other disbursements and out of pocket expenses incurred in the
preparation and completion of this Sub-Lease and in connection
with any assignment sub-letting surrender or other termination
thereof otherwise than by effluxion of time or with any claim or
legal proceedings which may be brought by the Lessor against the
Lessee in the event of a breach by the Lessee in connection with
this Sub-Lease.
(r) At the Lessee's own cost and at all times, to comply with and
observe the maximum height restriction of 61.0 metres above Mean
Sea Level and any other height restriction(s) on buildings and
structures at the demised premises as imposed by any
governmental or statutory authorities and to ensure that any
height restriction plan(s) which may be furnished to the Lessee
shall at all times be held in strict confidence and shall not be
shown, revealed or copied to or by any person, contractor,
sub-contractor, watchman, employee, agent, representative or any
other person except with the prior written consent of the Lessor
and JTC.
(s) Subject to Clause 1(vii) of ML I/30809F, to ensure that the
maximum height of any chain-link fence (including the
anti-climb) or boundary wall erected by the Lessee at the
demised premises shall not exceed two(2) metres PROVIDED THAT
the chain-link fence or boundary wall shall be erected behind
any hedge that may be planted at the boundary of the demised
premises.
2. The Lessor hereby covenants as follows:-
(a) That the Lessee paying the rents hereby reserved and performing
and observing the several covenants herein contained and on the
Lessee's part to be performed and observed shall peaceably hold
and enjoy the demised premises without any interruption from the
Lessor or any person rightfully claiming under or in trust for
it.
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(b) The Lessor shall pay the rent and all other monies and shall
perform the lessee's covenants and conditions contained in the
Head Lease (save for such covenants as shall be performed by the
Lessee pursuant to the provisions of Clause 1(b) hereof);
(c) The Lessor shall take all reasonable steps to obtain the consent
of JTC whenever the Lessee makes any request in connection with
the demised premises that requires the approval of JTC under
this Sub-Lease or the Head Lease;
(d) Upon notice from the Lessee, the Lessor will take all reasonable
steps to enforce promptly the obligations undertaken by JTC in
the Head Lease.
3(1). The Lessor hereby further covenants with the Lessee that the Lessor
shall grant to the Lessee a lease of the demised premises for a further
term of thirty (30) years less one (1) day (hereinafter referred to as
"the further term") commencing from the second day following the date of
expiry of the term hereby created PROVIDED THAT:-
(i) at the expiry of the term hereby created, there by no existing
breach or non-observance of any of the covenants and conditions
herein contained on the part of the Lessee to be observed or
performed;
(ii) if required by the Lessor, the Lessee shall within four (4)
months from the commencement of the further term and at its own
cost and expense, carry out and complete such improvements to
the landscaping at the demised premises as may be stipulated in
writing by the Lessor or JTC;
(iii) the Lessee shall six (6) months before the expiry of the said
term submit, for the approval of the Lessor, JTC and the
relevant governmental and statutory authorities, plans for the
upgrading of the exterior of buildings on the demised premises
to the same highest quality of new buildings which JTC will be
building at that time, and the Lessee shall expeditiously do all
acts and things necessary to obtain the approval, all at the
cost and expense of the Lessee;
(iv) the Lessee shall at its own cost and expense complete, within
eighteen (18) months from the commencement of the further term,
the upgrading of the buildings in accordance with the plans
approved by the Lessor and JTC and the relevant governmental and
statutory authorities and to the satisfaction of the Lessor and
JTC;
(v) the Head Lease shall have been renewed by JTC in accordance with
the terms and conditions contained therein; and
(vi) the other terms and conditions that shall apply to the renewed
Sub-Lease shall be substantially similar to the terms and
conditions that shall apply to the renewed Head Lease save that
Clause 4(f) hereinafter appearing and the present covenant for
renewal shall not apply.
(2) If the further term is granted in accordance with clause 3(1) above, the
Lessee shall be permitted to remain on the premises on the day following
the expiry of the term created by this Sub-Lease as a licensee, free of
payment.
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4. PROVIDED ALWAYS and it is hereby agreed between the parties as follows:-
(a) No estate or interest in the soil of the road and footpath
adjacent to the demised premises is or shall be deemed to be
included in the demise hereinbefore contained.
(b) The Lessee shall not be entitled to any right of access of light
or air to the demised premises or any part thereof, which would
restrict or interfere with the user of any adjoining or
neighbouring land for building or any other purpose.
(c) If the said rent hereby reserved or any other sums due under
this Sub-Lease or any part thereof shall be unpaid for fourteen
days after becoming payable (whether the same shall have been
formally demanded or not) or if any of the covenants or
obligations on the part of the Lessee herein contained shall not
be performed or observed or if any charging order writ of
seizure and sale or its equivalent made in respect of the
demised premises shall be enforced by sale or by entry into
possession without the written consent of the Lessor having
first been obtained (Section 17 of the Conveyancing and Law of
Property Act shall also not apply in such event) by the Lessee
or by the person in whose favour the charging order writ of
seizure and sale or its equivalent shall have been made, then
and in any such case it shall be lawful for the Lessor or any
person or persons authorised by it in that behalf at any part
thereafter to re-enter upon the demised premises or any part
thereof in the name of the whole and thereupon the term hereby
created shall absolutely determine but without prejudice to any
right of action or remedy of the Lessor in respect of any breach
of any of the covenants or conditions by the Lessee herein
contained PROVIDED THAT if the demised premises have been
assigned by way of mortgage the provisions of this clause shall
not take effect until the Lessor has served upon the mortgagee a
notice in writing that such breach has occurred and the
mortgagee has failed to remedy such breach.
(d) If any failure on the Lessee's part to observe or perform any of
its covenants contained in this Sub-Lease results in the Lessor
failing to comply with its obligations under the Head Lease and
such failure entitles JTC to re-enter upon and take possession
of the demised premises and JTC exercises such right, then this
Sub-Lease shall forthwith terminate without the Lessor making to
the Lessee any compensation or allowance for the same and
without prejudice to any right of action or other remedy of the
Lessor for the recovery of any rents or other monies due to it
from the Lessee or in respect of any breach of this Sub-Lease.
(e) The Lessee may at any time prematurely terminate the term of
lease herein created by giving to the Lessor four (4) months'
prior notice in writing, but without prejudice to any right or
remedy which may have or will accrue to the Lessor prior to the
expiry of the four (4) months' notice under the terms and
conditions of the sub-lease herein created or in respect of the
termination.
(f) Subject to Clause 4(g) hereof in the event that premature
termination shall occur at any time within eight (8) years from
the commencement of the said term of the sub-lease herein
created or if JTC shall at any time within the said eight (8)
years exercise its right of re-entry under the Head Lease as a
result of the failure by the Lessor to observe or perform its
obligations under the Head Lease which was due to a failure by
the Lessee to observe or perform any covenant or condition
imposed on the Lessee under this Sub-Lease or if the Lessor
shall at any time within the said eight (8) years exercise its
right of re-entry under
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Clause 4(c) hereof, then in addition to rent, interest, property
tax and other sums payable by the Lessee to the date of
premature termination or re-entry as the case may be, liquidated
damages for the sum of $17.7 million ('the said sum') shall be
payable and paid by the Lessee to the Lessor and it is
acknowledged and agreed by the Lessee that the said sum shall
constitute liquidated damages and shall not be considered under
any circumstances as a penalty.
(g) Notwithstanding anything contained herein, the Lessor hereby
agrees to a waiver of the liquidated damages provided in Clause
4(f) hereof in the event of any transfer or assignment of the
lease in accordance with Clause 1(f) hereinbefore appearing
PROVIDED THAT:-
(i) the transfer or assignment is approved in writing by the
Lessor and all other relevant governmental and statutory
authorities and
(ii) the Lessor reserves the right to revise the land rent to
the prevailing market rate at the time of the transfer
or assignment.
5. (a) All notices, demands or other communications required or
permitted to be given or made hereunder shall be in writing and
delivered personally or sent by prepaid post (by air-mail if to
or from an address outside Singapore) with recorded delivery or
facsimile addressed to the intended recipient thereof at its
address set out below or at its last known address or at its
facsimile number set out below (or to such other address or
facsimile number as any party may from time to time duly notify
in writing to the other) and marked to the attention of the
person named below in respect of the intended recipient. Any
such notice, demand or communication shall be deemed to have
been duly served (if given or made by facsimile) immediately or
(if given or made by letter) 24 hours after posting or (if made
or given to or from an address outside Singapore) 72 hours after
posting and in proving the same it shall be sufficient to show
that the envelope containing the same was duly addressed,
stamped and posted. The initial addresses and facsimile numbers
of the parties for the purposes of this Sub-Lease are:-
Lessor: SINGAPORE TECHNOLOGIES PTE LTD
00 Xxxxxxx Xxxx Xxxxx #00-00/00
Xxx Xxxxx, Xxxxxxxxx Xxxxxxx Xxxx,
Xxxxxxxxx 000000
Attention: Director,
Corporate Services
Facsimile No: 773 4106
Lessee: CHARTERED SEMICONDUCTOR MANUFACTURING LTD
00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0
Xxxxxxxxx 000000
Attention: Vice President,
Facility Systems
Facsimile No: 60 3812
27
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6. The illegality, invalidity or unenforceability of any provision of this
Sub-Lease under the law of any jurisdiction shall not affect its
legality, validity or enforceability under the law of any other
jurisdiction nor the legality, validity or enforceability of any other
provision.
7. (a) This Sub-Lease shall be construed and governed by the laws of
Singapore.
(b) Any dispute arising out of or in connection with this Sub-Lease,
including any question regarding its existence, validity or
termination, shall be referred to and finally resolved by
arbitration in Singapore in accordance with the Arbitration
Rules of the Singapore International Arbitration Centre ("SIAC
Rules") for the time being in force which rules are deemed to be
incorporated by reference into this clause. The tribunal shall
consist of one (1) arbitrator to be appointed by the Chairman of
Singapore International Arbitration Centre and the language of
the arbitration shall be English.
(c) Nothing shall affect the right to serve process in any manner
permitted by law.
8. In this Sub-Lease where the context so requires or permits, words
importing the singular number or the masculine gender include the plural
number or the feminine gender and words importing persons include
corporation and vice versa, the expression "the Lessor" shall include
its successors-in-title and permitted assigns (if any), where there are
two or more persons included in the expression "the Lessee" covenants
expressed to be made by "the Lessee" shall be deemed to be made by such
persons jointly and severally, and except where otherwise provided the
expression "the demised premises" shall mean the land hereby demised and
all buildings, structures, fixtures and fittings therein.
(G) DATE OF LEASE:
---------------------------
(H) EXECUTION BY LESSOR
The Common Seal of SINGAPORE )
TECHNOLOGIES PTE LTD was hereunto )
affixed in the presence of:- )
Director
Director/Secretary
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(I) EXECUTION BY LESSEE
The Common Seal of CHARTERED )
SEMICONDUCTOR MANUFACTURING )
LTD was hereunto affixed in the presence of:- )
Director
Director/Secretary
(J) CERTIFICATE PURSUANT TO THE RESIDENTIAL PROPERTY ACT AND THE LAND
TITLES RULES AND PRACTICE CIRCULARS:
I, the solicitor for the Lessee hereby certify that the place of Incorporation
and registration number allocated by the Registry of Companies to the Lessee as
abovementioned specified in the within instrument have been verified from the
Certificate of Incorporation produced and shown to me, and are found to be
correct.
Dated this day of 19
-----------------------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE
I, the Solicitor for the Lessee hereby certify that the within land is a
non-residential property as declared in the Residential Property Notification
1988. The land is zoned as and the approved specific
use of the property is for use.
Dated this day of 199
----------------------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE
FOR THE LESSEE
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(K) SIMILAR INTEREST CONFIRMATION (IF ANY)
I, the solicitor for the Lessee
hereby confirms that the interest of the Lessee is similar to that in Caveat CV/
-----------------------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE
(L) CERTIFICATE OF CORRECTNESS:
I, the Solicitor for the Lessor hereby certify that this instrument is
correct for the purposes of the Land Titles Act.
-----------------------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSOR
I, the Solicitor for the Lessee hereby certify that this instrument is
correct for the purposes of the Land Titles Act.
-----------------------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE
30
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We, JURONG TOWN CORPORATION, hereby consent to the within Sub-Lease.
The Common Seal of JURONG TOWN )
CORPORATION was hereunto affixed )
in the presence of:- )
-----------------------------
General Manager
-----------------------------
Secretary
31
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FOR OFFICE USE ONLY
--------------------------------------------------------------------------------
EXAMINED REGISTERED ON
Initials of
Date Signing Officer: Registrar of Titles
--------------------------------------------------------------------------------
XXXXX & XXXXXXXX
Advocates & Solicitors
00 Xxxxxxxx Xxxx
#00-00 Xxxx Xxxxx
Xxxxxxxxx 000000
File Reference: (GHC)/JNVC/slll/12859/978
32
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IN WITNESS WHEREOF the parties hereto have hereunto SET their respective
hands or seals the day and year first above written.
SIGNED on behalf of SINGAPORE )
TECHNOLOGIES PTE LTD by Xx Xxxxx ) /s/ XX XXXXX
President & CEO )
in the presence of:- )
/s/ XXXXXX HON
----------------------
Xxxxxx Hon
Senior Manager, Legal
SIGNED on behalf of CHARTERED )
SEMICONDUCTOR MANUFACTURING )
LIMITED by Tan Xxxx Xxxx ) /s/ TAN XXXX XXXX
President & CEO )
in the presence of:- )
/s/ XXXXXX HON
----------------------
Xxxxxx Hon
Senior Manager, Legal
