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EXHIBIT 10.6
EXECUTION COPY
9TH NOVEMBER 1999
(1) CHARTERED SEMICONDUCTOR MANUFACTURING LTD; AND
EDB INVESTMENTS PTE LTD
........(together the CONTINUING PARTIES)
(2) HEWLETT-PACKARD EUROPE B.V...
........(the TRANSFEROR)
(3) AGILENT TECHNOLOGIES EUROPE B.V.
........(the Transferee)
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DEED OF ACCESSION AND RATIFICATION
relating to the Joint Venture Agreement dated 13 March 1997
as amended by Amendment (No.1) dated 4 July 1997 and
Amendment (No. 2) dated 1 October 1999, in respect of
Chartered Silicon Partners Pte Ltd
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EXECUTION COPY
THIS DEED is made as of 9th November 1999
BETWEEN:
(1) CHARTERED SEMICONDUCTOR MANUFACTURING LTD of 00 Xxxxxxxxx Xxxxxxxxxx
Xxxx X, Xxxxxx 0, Xxxxxxxxx 000000 ; and
EDB INVESTMENTS PTE LTD of 000 Xxxxx Xxxxxx Xxxx #00-00 Xxxxxxx Xxxx
Xxxxx Xxxxxxxxx 000000;
(together the CONTINUING PARTIES)
(2) HEWLETT-PACKARD EUROPE B.V. of Xxxxxxxxx 00,0000 XX, Xxxxxxxxxx, Xxx
Xxxxxxxxxxx (the TRANSFEROR); and
(3) AGILENT TECHNOLOGIES EUROPE B.V. of Stratbaan 16,1187 XR, Amstelveen,
The Netherlands (the TRANSFEREE).
WHEREAS:
(A) The Continuing Parties and the Transferor are parties to a Joint Venture
Agreement dated 13 March 1997, Amendment (No.1) dated 4 July 1997 and
Amendment (No. 2) dated 1 October 1999 to the Joint Venture Agreement
dated 13 March 1997, in relation to the affairs of Chartered Silicon
Partners Pte Ltd (the COMPANY) (such Agreement, as varied, supplemented,
novated or amended from time to time, herein termed the JOINT VENTURE
AGREEMENT).
(B) The Transferor intends to transfer its entire shareholding in the
capital of the Company (SHARES) to the Transferee subject to the
Transferee entering into this Deed.
(C) The Transferee wishes to accept the Shares subject to the condition
referred to in paragraph (B) above.
NOW THIS DEED WITNESSETH AS FOLLOWS:
INTERPRETATION
1. In this Deed, unless the context otherwise requires or unless otherwise
provided in this Deed:
(a) words and expressions defined in the Joint Venture Agreement shall have
the same meanings when used in this Deed; and
(b) reference to CLAUSES are to the clauses of this Deed and references to
PARTIES are to the parties to this Deed.
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NOVATION
2.1 With effect from the date hereof, the Continuing Parties hereby release
and discharge the Transferor (save in relation to any antecedent breach)
from all its obligations under the Joint Venture Agreement and (without
prejudice to the rights of the Continuing Parties in respect of any
antecedent breach), the Transferor shall cease to be a party to the
Joint Venture Agreement.
2.2 The Continuing Parties agree that, with effect from the date hereof, the
following shall apply:
(a) the Transferee shall assume all the rights of the Transferor
pursuant to the Joint Venture Agreement;
(b) the Transferee shall be subject to and shall perform all the
obligations of the Transferor pursuant to the Joint Venture
Agreement including without limitation, the obligations from
which the Transferor is released and discharged pursuant to
clause 2.1 as if the Transferee had at all times been a party to
the Joint Venture Agreement in place of the Transferor save
that, the term "Permitted Transferee" in relation to the
Transferee shall mean "Agilent Technologies, Inc. or any
corporation which is at least 99 per cent owned (whether
directly or indirectly) by Agilent Technologies, Inc." and
clause 10(D) of the Joint Venture Agreement shall be deemed to
be amended accordingly;
(c) all references in the Joint Venture Agreement to
"Hewlett-Packard Company" shall be replaced by references to
"Agilent Technologies, Inc.";
(d) the definition of "Hewlett-Packard Company" in clause 1(A) of
the Joint Venture Agreement shall be deleted and the following
shall be added to clause 1(A) as a definition of "Agilent
Technologies, Inc.":
"Agilent Technologies, Inc." means Agilent Technologies, Inc., a
company incorporated in the State of Delaware, United States of
America, with its registered office at 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, County of New Castle in the State of
Delaware, USA "; and
(e) all references in the Joint Venture Agreement to
"Hewlett-Packard Europe B.V" shall be replaced by references to
"Agilent Technologies Europe B.V." and all references in the
Joint Venture Agreement to "HP" shall be replaced by references
to "Agilent".
CONSENT TO TRANSFER AND CHANGE IN CONTROL OF TRANSFEREE
3.1 Each of the Continuing Parties hereby consents to the transfer of the
Shares by the Transferor to the Transferee notwithstanding the terms of
clauses 10(A)(i), 10(B), 10(C) and 10(F) of the Joint Venture Agreement
and acknowledges that it has no right, interest or claim in or in
relation to the Shares.
3.2 Each of the Continuing Parties hereby consents to the following proposed
change in control of the Transferee:
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(i) On or around 9 November 1999, the Transferee will be wholly
owned by Hewlett-Packard World Trade Inc. (HPWT) which will in
turn be wholly owned by Hewlett-Packard Company (HP);
(ii) On or about 11 November 1999, it is proposed that that the
entire issued share capital in the Transferee will be
transferred to Agilent Technologies World Trade, Inc. (ATWT)
which will in turn be wholly owned by HPWT. Pursuant to a
further transfer, the entire issued share capital in ATWT will
be transferred to HP. On or about 15 November 1999, the entire
issued share capital in ATWT will be transferred to Agilent
Technologies, Inc. (ATI) which will in turn be wholly owned by
HP;
(iii) In the month of November 1999, the shares of ATI will be listed
on the New York Stock Exchange with not more than 20 per cent of
its shares offered to the public and the remaining retained by
HP; and
(iv) Thereafter, it is proposed that HP will dispose of its shares to
the public so that by May 2000, HP will cease to hold any shares
in ATI.
3.3 Each of the Continuing Parties hereby waives any and all rights to
object to the proposed change in control of the Transferee as set out in
clause 3.2 above (the PROPOSED CHANGE IN CONTROL) and any rights granted
to it by clause 10(F) of the Joint Venture Agreement in respect of the
Proposed Change in Control and waives the requirement for the Transferee
to notify the Company and each of the Continuing Parties of such change
in control pursuant to clause 10(F) of the Joint Venture Agreement.
TRANSFEROR PROVISIONS
4. With effect from the date hereof, the Transferor, in consideration of
the other parties entering into this Deed, hereby agrees (as a separate,
independent and collateral contract with all the other parties to this
Deed) to be bound by the provisions of clause 18 of the Joint Venture
Agreement, as if it had remained a party to the Joint Venture Agreement.
NOTICES
5. For the purposes of the Joint Venture Agreement, the Transferor's
address for notices shall be as follows:
Address: Agilent Technologies Europe B.V.
Startbaan 16,1187 XR Amstelveen
The Netherlands
Fax No: (31)(00) 000 0000
Addressed for the attention of: The Legal Department
COUNTERPARTS
5. This Deed may be executed in any number of counterparts and by the
parties to it on separate counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
instrument.
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GOVERNING LAW
6. This Deed shall be governed by, and construed in accordance with, the
laws of Singapore.
IN WITNESS this Deed has been duly executed and delivered on the date set out
above.
The Common Seal of )
CHARTERED SEMICONDUCTOR MANUFACTURING LTD )
was affixed hereto in the presence of : )
/s/ Xxxxx Xxxxx
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Director
/s/ Chua Xx Xx
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Company Secretary
The Common Seal of )
EDB INVESTMENTS PTE LTD )
was affixed hereto in the presence of: )
/s/ Xxxx Xxxx San
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Director
/s/ Xxxx Xxxx
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Company Secretary
Executed under Seal and delivered as a Deed by )
HEWLETT-PACKARD EUROPE B.V. acting by )
) /s/ C.C.F. van Oers
-------------------------- ) ---------------------
C.C.F. van Oers
Managing Director
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in the presence of: )
Witness:
Signature /s/ J.C.A. van Diemen
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Name: J.C.A. van Diemen
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Title: Tax Manager
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Address: Startbaan 16
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1187 XR Amstelveen
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The Netherlands
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Executed under Seal and delivered as a Deed by )
AGILENT TECHNOLOGIES EUROPE B.V. acting by ) /s/ R.E.J. de Boer
) -----------------------
-------------------------- ) R.E.J. de Boer
in the presence of: ) Legal Counsel
Witness:
Signature /s/ J.C.A. van Diemen
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Name: J.C.A. van Diemen
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Title: Tax Manager
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Address: Startbaan 16
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1187 XR Amstelveen
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The Netherlands
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