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REDACTED FOR CONFIDENTIALITY
EXHIBIT 10.10
DATED THE 3RD DAY OF SEPTEMBER 1999
Between
LUCENT TECHNOLOGIES MICROELECTRONICS PTE. LTD.
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
And
SILICON MANUFACTURING PARTNERS PTE LTD
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SUPPLEMENTAL
ASSURED SUPPLY AND DEMAND AGREEMENT
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TSM&P
THIO SU MIEN & PARTNERS, Advocates & Solicitors
00 Xxxxxxx Xxxxx, #00-00 Xxxxxx Xxxxx, Xxxxxxxxx 000000
Telephone: (000) 000 0000 -- Facsimile: (065) 534 4822
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
THIS SUPPLEMENTAL DEED is dated 3 September 1999 and made by:-
(1) LUCENT TECHNOLOGIES MICROELECTRONICS PTE. LTD. of 00 Xxxxxxxx Xxxx
#00-00, Xxxx Xxxxx, Xxxxxxxxx 000000 ("Lucent");
(2) CHARTERED SEMICONDUCTOR MANUFACTURING LTD of 00 Xxxxxxxxx Xxxxxxxxxx
Xxxx X Xxxxxx 0, Xxxxxxxxx 000000 ("CSM"); and
(3) SILICON MANUFACTURING PARTNERS PTE LTD of 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X
Xxxxxx 0, Xxxxxxxxx 000000 ("SMP").
WHEREAS:-
(A) Lucent, CSM and the SMP have entered into an agreement dated 17 February
1998 ("the Principal Agreement") whereby the SMP agreed to sell and
Lucent and CSM agreed to purchase silicon wafers ("Wafers") produced by
the SMP on the terms and conditions set out therein.
(B) Lucent, CSM and SMP agree to amend the Principal Agreement on the terms
and conditions set out below.
NOW THIS DEED WITNESSES as follows:-
1. The parties hereto agree that the Principal Agreement is hereby amended
and varied as follows:-
1.1 Delete Section 2.0(b) and re-number "Section 2.0(a)" as "Section
2.0";
1.2 Insert the following provision as new Section 45.0:-
"45.0 DEFINITIONS
References in this Agreement to "fixed cost" and
"variable cost" shall have the meanings assigned to them
in Schedule 1 and Schedule 2 respectively.";
1.3 Delete the word ******** in paragraph (B)(3) of Exhibit A and
replace with the word **********;
1.4 Insert the words **********************************************
*********** after the words ************** in paragraph (H)(2)
of Exhibit A;
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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1.5 Insert Schedule 1 and Schedule 2 hereto as "Schedule 1" and
"Schedule 2" respectively to the Principal Agreement after
Exhibit C of the Principal Agreement;
1.6 The provision at the end of the paragraph in Exhibit B (Pricing
Principles) ****************************************************
***************************************************************
be deleted and substituted with the following:-
****
1.7 Delete the existing paragraph in Section 34 and insert the
following sub-paragraphs:-
(a) Each Purchaser shall pay, in addition to the price of
the Wafers purchased, the amount of any freight,
insurance, handling and other duties levied on the
shipment of the Wafers to such Purchaser. Such Purchaser
shall also pay for all goods and service tax, sales,
use, excise or other similar taxes levied on the
purchase of Wafers;
(b) All payments to be made by a Purchaser to the Supplier
shall be made free and clear of and without any
deduction or withholding for or on account of tax
(except to the extent required by law). In the event
that the Purchaser is required to make that payment
subject to the deduction or withholding of tax, the sum
payable by the Purchaser (in respect of which such
deduction or withholding is required to be made) shall
be increased to the extent necessary to ensure that the
Supplier receives a sum net of any deduction or
withholding equal to the sum which it would have
received had no such deduction or withholding been made
or required to be made.
2. The parties hereto agree that the Schedules referred to in Clause 1.5
above shall form an integral part of the Principal Agreement as if
included in the Principal Agreement as at the date of the Principal
Agreement;
3. Each party to this Supplemental Deed represents and warrants to and for
the benefit of the other party to this Supplemental Deed that:-
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3.1 all action, conditions and things required to be taken,
fulfilled and done (including the obtaining of any necessary
consents) in order to enable it lawfully to enter into this
Supplemental Deed have been taken, fulfilled and done; and
3.2 its entry into and performance of or compliance with its
obligations under this Supplemental Deed do not and will not
violate (i) any law to which it is subject, (ii) its Memorandum
and Articles of Association or (iii) any agreement to which it
is a party or which is binding on any of them or their
respective assets.
4. This Supplemental Deed may be executed in any number of counterparts,
all of which taken together and when delivered to the parties hereto
shall constitute one and of the same instrument. Any party may enter
into this Supplemental Deed by executing any such counterpart.
5. This Supplemental Deed shall be governed by and construed in accordance
with the laws of Singapore.
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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SCHEDULE 1
FIXED COST
References to "fixed cost" shall include, inter-alia, ****
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REDACTED CONFIDENTIAL TREATMENT REQUESTED
The asterisked portions of this document have been omitted and
are filed separately with the Securities and Exchange Commission
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SCHEDULE 2
VARIABLE COST
References to "variable costs" shall include, inter-alia,:-
****
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IN WITNESS WHEREOF this Supplemental Deed has been executed as a deed on the
date stated at the beginning.
The Common Seal of LUCENT )
TECHNOLOGIES MICROELECTRONICS )
PTE. LTD. was hereunto affixed in the )
presence of:- )
/s/ Xxxx Xxxxx Director
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Xxxx Xxxxx
/s/ Xxxx Xxxxx Loong Director
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Xxxx Xxxxx Loong
The Common Seal of CHARTERED )
SEMICONDUCTOR MANUFACTURING LTD )
was hereunto affixed )
in the presence of:- )
/s/ Xxxxx Xxxxx Director
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Xxxxx Xxxxx
/s/ Chua Xx Xx Secretary
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Chua Xx Xx
The Common Seal of SILICON )
MANUFACTURING PARTNERS PTE LTD )
was hereunto affixed )
in the presence of:- )
/s/ Xxxx Xxxxx Director
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Xxxx Xxxxx
/s/ Xxxxx Xxxxx Director
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Xxxxx Xxxxx
