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EXHIBIT 10.36
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(b))
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FILE REF: GHC/JNVC/sll/12859/978
XXXXX & XXXXXXXX
ADVOCATES & SOLICITORS
SINGAPORE
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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 ancillary
services such as car-parking lots, process water treatment tank,
electrical sub-station and pump house only 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 ancillary
services such as car-parking lots, process water treatment tank,
electrical sub-station and pump house only in accordance with the terms
and conditions contained in the Building Agreement;
"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 Xxx X00000(x)" means 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 relating thereto made between JTC
and ST and estimated to contain an area of 29,824 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;
(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;
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(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 be comprised on the Property, Xxxxxxx Xxx X00000,
Xxxxxxx Xxx X00000(x) and Private Lot A12787(d) and any other
and occupied by ST within Woodlands Industrial Park D,
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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.
(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
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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 any building or other materials except such as shall
be actually required for the buildings to be erected on the
Property 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 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 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
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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.
(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.
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(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.
(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
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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) Without prejudice to the generality of 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 buffer
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.
(xxxv) 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.
(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 Property 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) The licence fees and other taxable sums payable by CSM under
or in connection with the sub-licence 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.
(xl) (a) CSM shall observe and be bound by the provisions in the
Bupilding Agreement and the Head Lease and perform all
the covenants and conditions on the part of
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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.
(xli) 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.
(xlii) 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 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
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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,
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 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 shall deem necessary and in
connection therewith, pay all costs disbursements fees and
charges legal or otherwise as provided in Clause 3(xlii).
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PROVIDED ALWAYS that if the Property 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. 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(a) 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.
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 its licence in respect of the Property 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 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
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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 properly
demolish and remove such building, structure, fixture, fitting or thing
as may be stipulated in writing by JTC or ST as well as properly render
the Property or part thereof as the case may be to its original state
and condition 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 Clauses 3(viii)
and 3(xxxiv), 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.
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(xl) 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;
(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:-
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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.
(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 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 and estimated to contain an area of 7,015 square metres more
or less subject to survey.
15
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(b)
(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 The Xxxxx, Xxxxxxxxx Xxxxxxx Xxxx
xxxxxxx xx Xxxxxx) 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:-
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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 Xxxxxxxxx 000000
service of Notice)
----------------------------------- ----------------------------------------------------------
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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 exceeding $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 negatived 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
One Hundred and Thirty-Seven Thousand Six Hundred and Thirty-Four
and Cents Thirty only ($137,634.30) 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
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advance without demand at the office of the Lessor or at such other
office 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 7,015 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:
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(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 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 or otherwise in any way dispose of the demised premises
whether in whole or in part within the period of five (5) years
from the 16th day of 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 his interest in 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 or otherwise in any way
dispose of the demised premises whether or in part at any time
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(l), 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
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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 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 ancillary services such as
car-parking lots, process water treatment tank, electrical
sub-station and pump house 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 Private Lots A12787(b) shall not be less
than 0.6 and 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 proportion (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 provisions 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 of the development charges/ differential premium
which may be imposed on or charged to the Lessor and 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 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
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(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
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) 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.
(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);
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(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 term
hereby created 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
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.
4. PROVIDED ALWAYS and it is hereby agreed between the parties as follows:-
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(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 term hereby 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 Clause 4(c) hereof, then in
addition to rent, interest, property tax and other sums payable by
the Lessee to the date
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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: 360 3812
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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 19
------- ------------ -----
--------------------------------------------
NAME & SIGNATURE OF SOLICITOR 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 LESSEE
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
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
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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/sll/12859/978
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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
