1
EXHIBIT 10.2
Dated 4 July, 1997
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
- and -
HEWLETT-PACKARD EUROPE B.V.
- and -
EDB INVESTMENTS PTE LTD
-------------------------------------------------------
AMENDMENT AGREEMENT (NO. 1)
TO
JOINT VENTURE AGREEMENT DATED 13 MARCH 1997
-------------------------------------------------------
The Company - CSM - HP Confidential
2
AMENDMENT AGREEMENT (NO. 1)
THIS AMENDMENT AGREEMENT (NO. 1) is made on 4 July, 1997
BETWEEN :-
(1) CHARTERED SEMICONDUCTOR MANUFACTURING LTD ("CSM"), a company
incorporated in Singapore with its registered office at 00, Xxxxxxxxx
Xxxxxxxxxx Xxxx X, Xxxxxx 0, Xxxxxxxxx 000000;
(2) HEWLETT-PACKARD EUROPE B.V. ("HP"), a company incorporated in The
Netherlands with its principal place of business at Xxxxxxxxx 00, 0000
XX Xxxxxxxxxx, Xxx Xxxxxxxxxxx; and
(3) EDB INVESTMENTS PTE LTD ("EDBI"), a company incorporated in Singapore
with its registered office at 000, Xxxxx Xxxxxx Xxxx, #00-00, Xxxxxxx
Xxxx Xxxxx, Xxxxxxxxx 000000.
CSM, HP and EDBI are collectively referred to herein as "Parties" and
individually referred to herein as a "Party".
WHEREAS:-
(A) The Parties have entered into a Joint Venture Agreement dated 13 March,
1997 (the "Joint Venture Agreement") for the purpose of regulating
their relationship inter se as shareholders in the joint venture
company called Chartered Silicon Partners Pte Ltd.
(B) The Parties are entering into this Amendment Agreement to vary the
Joint Venture Agreement with effect from the date hereof.
IT IS AGREED as follows:-
1. INTERPRETATION
All terms and references used in the Joint Venture Agreement and which
are defined or construed in the Joint Venture Agreement but are not
defined or construed in this Amendment Agreement shall have the same
meaning and construction in this Amendment Agreement.
2. AMENDMENT TO THE JOINT VENTURE AGREEMENT
The Parties agree that with effect from the date of this Amendment
Agreement, the Joint Venture Agreement shall be amended as follows :-
1
The Company - CSM - HP Confidential
3
(A) Clause 3(D) Issued Capital
(i) All references to the figure "25,000,000" appearing in Clause 3(D)
shall be deleted and shall be replaced with the figure "15,000,000".
(ii) The table specified in Clause 3(D) shall be deleted in its entirety and
replaced with the following table:-
"Percentage Number of Shares Paid in Capital
----------- ---------------- ---------------
CSM : 51 per cent. 7,650,000 S$7,650,000
HP : 30 per cent. 4,500,000 S$4,500,000
EDBI : 19 per cent. 2,850,000 S$2,850,000"
(B) Clause 3(E) Calls for Capital Contributions
The table specified in Clause 3(E)(ii) shall be deleted in its entirety
and replaced with the following table:-
"Period 3Q1997 1Q1998 4Q1998 1Q1999 3Q1999 4Q1999 1Q2000
------ ------ ------ ------ ------ ------ ------
Call Amount
(S$'000,000) 5 100 60 150 120 100 170
where "Q" means such consecutive period of three months in each
calendar year."
(C) Clause 4(C) Application for Shares etc
(i) All references to the figure "12,750,000" appearing in Clause 4(C)(i)
shall be deleted and shall be replaced with the figure "7,649,998".
(ii) All references to the figure "7,500,000" appearing in Clause 4(C)(ii)
shall be deleted and shall be replaced with the figure "4,500,000".
(iii) All references to the figure "4,750,000" appearing in Clause 4(C)(iii)
shall be deleted and shall be replaced with the figure "2,850,000".
3. SAVING AND INCORPORATION
(A) Save as expressly amended by this Amendment Agreement, the terms and
conditions of the Joint Venture Agreement shall continue to be in full
force and effect in all other respects.
2
The Company - CSM - HP Confidential
4
(B) The Joint Venture Agreement and this Amendment Agreement shall be
construed as one document and this Amendment Agreement shall be deemed
to be part of the Joint Venture Agreement. Where the context so
permits, references in the Joint Venture Agreement and in this
Amendment Agreement to "the Joint Venture Agreement" or "this
Agreement" shall be read and construed as references to the Joint
Venture Agreement as amended and supplemented by this Amendment
Agreement.
4. Governing Law
This Amendment Agreement shall be governed by, and construed in
accordance with, the laws of Singapore.
I N W I T N E S S W H E R E O F the parties have entered into this Amendment
Agreement as of the date stated above.
CSM
SIGNED by TAN XXXX XXXX )
President & CEO )
for and on behalf of )
CHARTERED SEMICONDUCTOR )
MANUFACTURING LTD )
in the presence of:- ) /s/ Tan Xxxx Xxxx
-----------------------------
/s/ Xxxxxx Hon
--------------------------------------
Name: Xxxxxx Hon, Senior Manager Legal
HP
SIGNED by XXXX X. XXXXX )
General Manager, Integrated Circuit )
Business Division )
HEWLETT-PACKARD COMPANY )
for and on behalf of )
HEWLETT-PACKARD EUROPE B.V. )
---------------------------
in the presence of:- ) /s/ Xxxx X. Xxxxx
-----------------------------
/s/ Xxxxxxxxx Xxxx
---------------------------------
Name: Xxxxxxxxx Xxxx
3
The Company - CSM - HP Confidential
5
EDBI
SIGNED by LIOW VOON KHEONG )
General Manager )
for and on behalf of )
EDB INVESTMENTS PTE LTD )
in the presence of:- ) /s/ Liow Voon Kheong
-----------------------------
/s/ Xxxxxxx Xxx Xxxx Xx
---------------------------------
Name: Xxxxxxx Xxx Xxxx Xx
ACKNOWLEDGED AND AGREED TO
by XXXX XXXXXXX XXXXXXX )
General Manager )
for and on behalf of )
CHARTERED SILICON PARTNERS PTE LTD )
Date:- 4 July 1997 ) /s/ Xxxx Xxxxxxx Xxxxxxx
-----------------------------
in the presence of:-
/s/ Xxxxxx Hon
---------------------------------
Name: Xxxxxx Hon, Senior Manager Legal
4
The Company - CSM - HP Confidential
