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EXHIBIT 10.29
JTC(L)3729/1220 Pt 1(2583)/THC/ZMY
BUILDING AGREEMENT RELATING TO PRIVATE XXX X00000
XXXXX XX. 00 XXXXXXXXX XXXX: 52,525 SQUARE METRES
B E T W E E N
JURONG TOWN CORPORATION
AND
SINGAPORE TECHNOLOGIES PTE LTD
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BUILDING-AGREEMENT FOR LAND
AT PRIVATE XXX X00000 XX XXXXXXXXX XXXXXXXXXX XXXX X
(XXXXXX)
THIS AGREEMENT is made the 11th day of April 0000 XXXXXXX
XXXXXX XXXX CORPORATION a body corporate incorporated under the Jurong Town
Corporation Act and having its Head Office at Jurong Town Hall, Jurong Town Hall
Road, Singapore (hereinafter called "the Owner" which expression shall include
its successors-in-title and assigns) of the one part AND 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 SCIENCE PARK, SINGAPORE 0511
(hereinafter called "the Licensee" which expression shall include its
successors-in-title) of the other part.
WHEREBY IT IS AGREED as follows
1. For the period of three (3) years from 16th of February 1994
(hereinafter referred to as "the date hereof") or for such further period as may
be extended by the Owner the Licensee have the Licence and authority to enter
upon all that piece land known as XXXXXXX XXX X00000 FORMING PART OF GOVERNMENT
SURVEY LOTS 937 AND 1949 AND PART OF MARSILING ROAD (OLD), MUKIM NO. 13,
SEMBAWANG and situated in the Republic of Singapore shown on the plan annexed
hereto and estimated to contain an area of 52,525 square metres more or less
subject to survey (hereinafter called "the said land") the construction of
factory buildings and other installation of equipment fixtures and fittings
thereat for the purpose of WAFER FABRICATION PLANT
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OPERATIONS ONLY in accordance with the stipulations hereinafter contained and
for no other purpose whatsoever.
2. The Licensee hereby agrees to perform and observe the following
stipulations:-
(i) To hold the said land until the same shall be comprised in a
lease to be granted as hereinafter provided as licensee upon
the same terms relating to the lease referred to in clause
2(ii) herein at the same rent and subject to the same
covenants and stipulations so far as applicable as if a
lease thereto has been actually granted and so that the
Owner 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 date hereof a licence fee,
calculated at the same rate and on the dates specified as
for the rent reserved in the lease of the said land set out
in the First Schedule hereto as if such lease has actually
been granted.
(iii) To pay on the Owner's behalf to the Comptroller of Property
Tax an amount equivalent to the sum payable by the Owner as
property tax in respect of the said land improvements and
structures thereon during the said period or of such
extended period (if any) permitted under clause 3(c) hereof
by way of additional
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licence fee or for the period prior to the issue of the
lease to be granted under clause 4 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 the Owner in
respect of any outstanding amount payable by the Licensee
under this Agreement from the date such amount becomes due
until payment in full is received by the owner.
(v) To pay to the Owner all survey fees and other charges
including those payable to and claimed by the relevant
Government Planning Authorities for the survey of the said
land f or the purpose of sub-division of the land of which
the said land forms part and the preparation and issue of a
Certificate of Title PROVIDED THAT the Owner shall have the
right to employ his own surveyor to carry out the said
survey in which event the Licensee shall bear all costs
incurred.
(vi) At his own cost and expense -
(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 said land; and
(b) to execute such work as may be required to be done
in respect of the state and condition of the said
land (especially its ground levels, topography
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and soil conditions) which state and condition the
Licensee shall be deemed to have full knowledge.
(vii) Without prejudice to sub-clause (vi) above to submit within
three (3) months from the date hereof firstly to the Owner
for his 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 said land in accordance in every way with
the requirements under the Planning Act and the Local
Government Integration Act PROVIDED THAT the Owner may give
or refuse his approval at his absolute discretion.
(viii) At his own cost to commence erection on the said land either
within six (6) months from the date hereof 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 the Owner and the relevant
Government Building Authorities to finish the factory
buildings, structures and other appurtenances including the
installations of all equipment, fixtures and fittings so as
to be completely fit for immediate occupation and operation
within the said period of three (3) years from the date
hereof PROVIDED ALWAYS THAT in the planning, erection,
construction and completion of the said buildings, to
develop to a gross plot ratio of not less than 0.6 but not
more than 1.4 AND PROVIDED FURTHER THAT the Licensee shall
not install or use
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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 his own cost to take such steps and execute such works
upon the said land 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 the Owner and other relevant governmental
and statutory authorities.
(x) If the Licensee shall fail to complete the said buildings
works and installations and to commence operations within
the period specified in clause 2 (viii) or within any
extended period under clause 3(c) hereof the Licensee shall
pay to the owner a sum calculated at the rate of $50.00 per
day as liquidated damages for the period during which the
said buildings shall so remain or have remained incomplete.
(xi) To remove and replace any materials brought on the said land
or used in any of the said buildings works or installations
which the Owner shall require to be removed as being
inferior or unfit and to make good any workmanship which he
shall consider imperfect and if the Licensee fails to remedy
such defects the
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Owner may enter upon the said land and remedy such defects
at the expense of the Licensee after expiry of fourteen (14)
days' notice being given to the Licensee 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 the owner and the relevant
Government Building Authorities nor to make any alterations
in the external elevation of any of the said buildings when
erected without the prior consent in writing of the Owner.
(xiii) In the erection and completion of the said buildings,
structures and installations to do all acts and things
required by and to perform the works in conformity with all
respects with the provisions of any laws or regulations made
thereunder and to pay and keep the Owner 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 time
hereafter be chargeable against the owner under any law or
otherwise in regard to the said land, the said buildings or
any structures or installations thereon.
(xiv) Not to do or permit or suffer to be done in or upon the said
land or any part thereof anything which in the opinion of
the Owner may be or become a
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nuisance or annoyance or cause damage or inconvenience to
the Owner or to the Licensees or occupiers of any adjoining
or neighbouring premises or whereby any insurance for the
time being effected on the premises 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 said land 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 the
Licensee 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 the owner to
remove or permit or suffer to be removed until after
completion of the said buildings 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 said land for the purpose of the said
works.
(xvii) Not without the prior consent in writing of the Owner 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 said land or of the external
walls or rails or fences thereof any nameplate, signboard,
placard, poster or other advertisement or hoarding.
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(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 said land any building or other materials except
such as shall be actually required for the buildings to be
erected on the said land in accordance with this Agreement
and as soon as the buildings hereinbefore agreed to be
erected shall be completed at his own expense to remove from
the road or footpath adjoining the said land 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 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 the
Owner and the Licensee against loss or damage by fire in
some insurance office approved by the owner and shall
increase such insurance proportionately as the said
buildings approach completion and to keep the same so
insured until a 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 the Owner or his agent 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 the Owner 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 the
Owner and to make up any deficiency thereof out of his own
monies, but the rebuilding and reinstatement shall in any
event commence and be completed within the period specified
by the Owner PROVIDED ALWAYS THAT
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if the Licensee shall at any time fail to keep the premises
insured as aforesaid the Owner may without being under any
obligation to do so do all things necessary to effect or
maintain such insurance and any monies expended by him for
that purpose shall be repayable by the Licensee on demand
and be recovered forthwith from the Licensee as a debt
PROVIDED FURTHER THAT notwithstanding the covenant contained
in this clause 2 (xix) , the Licensee may exercise the
option not to rebuild or reinstate the buildings subject to
the following conditions:
(a) without prejudice to Clause 3(b), the Licensee
shall give the Owner three (3) months' prior
notice in writing to prematurely terminate this
Agreement; and
(b) forthwith pay or cause to be paid to the Owner
(whom the Licensee acknowledges to be entitled to)
all monies received by virtue of such insurance.
(xx) Not to assign create a trust, charge, grant a licence or
part with or share his interest under this Agreement, or the
possession or occupation of the said land, or any part
thereof EXCEPT THAT, subject to the Owner's prior written
consent, which consent shall not be unreasonably withheld,
the Licensee may mortgage his interest under this Agreement
by way of assignment to secure the repayment of such sum or
sums as the Licensee may require for the purpose of erecting
or completing the building or other structure to be built on
the said land in accordance with the provisions of this
Agreement PROVIDED THAT the Licensee shall thereafter
continue to be liable for the observance and
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performance of the several stipulations herein contained
until the grant of the lease as hereinafter provided.
(xxi) Not to permit or suffer any person to occupy reside or make
use of any building erected on the said land 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 authority.
(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 the Owner for which the
Licensee may be held liable arising out of or in connection
with the occupation and use of the said land and the
structures erected thereon and to indemnify the Owner
against all proceedings, claims, costs and expenses which he
may incur or for which he may be held liable as a result of
any act, neglect or default of the Licensee his 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 said land to the requirements
and satisfaction of the Owner and other relevant
Governmental and Statutory authorities PROVIDED THAT in the
event of any default by the Licensee under this covenant the
Owner may carry out such remedial measures as he thinks
necessary and all costs and expenses incurred thereby shall
be recoverable forthwith from the Licensee as a debt.
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(xxiv) Subject to Clause 2(xx) hereinbefore appearing, to give to
the Owner written notice of every change of name within one
month from the date of each change PROVIDED THAT where there
has been, is or will also be any change in the shareholders
of the Licensee or the number of shares held by each and
every shareholder, the prior written consent in writing of
the Owner shall be obtained and which consent if granted
shall be subject to such terms and conditions as the Owner
may require.
(xxv) To construct an internal drainage system to the satisfaction
of the Owner to ensure that all surface water collected is
discharged into the public drains and will not flow into
adjoining properties.
(xxvi) To construct and complete a permanent culvert within nine
(9) months from the date hereof or any extension thereof as
may be approved by the Owner and in connection thereof to
submit plans to and to obtain the prior approval in writing
of the Owner for the construction of a temporary crossing.
(xxvii) Within one (1) month of the completion of the permanent
culvert mentioned in sub-clause (xxvi) above to remove the
temporary crossing and to reinstate any roads, roadside
xxxxx, drains, turfing or the like damaged by the Licensee,
his servants, contractors, sub-contractors, or agents or
their respective servants to the satisfaction of the Owner
and the relevant Governmental and Statutory authorities.
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(xxviii) 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 the Licensee his
servants contractors or agents or their respective agents to
the satisfaction of the Owner and the relevant Governmental
and Statutory authorities.
(xxix) To place with the Owner a deposit of $5,000.00 which shall
be forfeited in the event of any breach of any of the
provisions in sub-clauses (xxvi), (xxvii) and (xxviii)
herein without prejudice to the rights and remedies of the
Owner contained in this Agreement and the Lease.
(xxx) At his own cost to plant and maintain trees and landscape
the said land in accordance with all the requirements of the
Parks and Recreation Department, Ministry of National
Development and other relevant Governmental and Statutory
authorities.
(xxxi) At his 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
the Owner and other relevant Governmental and Statutory
authorities.
(xxxii) If the Licensee shall at any time be found to have
encroached upon any area beyond the allocated boundaries of
the said land, the Licensee shall at his own cost and
expense, but without prejudice to any other right or remedy
the Owner may have against him, immediately or within the
time specified (if any) by the
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Owner rectify and remove the encroachment to the
satisfaction of the Owner and pay to the Owner such
compensation as may be specified by the Owner. If, however,
the Owner in his absolute discretion permits the Licensee to
regularise and retain the encroached area or any part
thereof upon such terms and conditions as may be stipulated
by the Owner and any other relevant Governmental and
Statutory authorities, the Licensee shall pay licence fee on
the encroached area with retrospective effect from the date
hereof, and the Licensee 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.
(xxxiii) If any damage of whatsoever nature or description shall at
any time occur or be caused to the said land or any building
or structure or installation thereon, or any part thereof,
to forthwith give to the Owner written notice of the damage
and to remedy the damage to the satisfaction of the owner
within such tine as the Owner may specify, all at the cost
of the Licensee.
(xxxiv) The Licensee accepts the said land in its existing state and
condition and further accepts and confirms that the Owner
has made no representation nor given any assurance as to the
present or future suitability of the said land or its
surrounding or adjacent lands in relation to the Licensee's
use, operations or occupation at the said land.
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(xxxv) Subject to clauses 2(vii) and 2(viii) herein before
appearing to construct aesthetically-designed high quality
buildings, with extensive landscaping to the satisfaction of
the Owner. The building facade shall front Bukit Timah
Expressway and the external walls shall be either
aluminum-clad or tile or of equivalent standard materials.
(xxxvi) Not to openly store or permit open storage of and material,
equipment or goods at the said land fronting Bukit Timah
Expressway or any part thereof.
(xxxvii) Subject to clause 2(xii) hereinbefore appearing, to ensure
that the maximum height of any boundary wall or fence
(including the anti-climb) erected by the Licensee 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 said land.
(xxxviii) At all times to comply with and observe any height
restrictions on buildings and structures at the said land
which may be imposed by any governmental or statutory
authority and to ensure that any height restriction plan
which may be furnished to the Licensee shall at all times be
held in strict confidence and shall not be shown, revealed
or copied to or by any person, contractor, subcontractor,
watchman, employee, agent, representative or any other
person except with the prior written consent of the Owner.
(xxxix) Not to keep or allow to be kept any livestock or other
animals at the said land or any part thereof.
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(xl) Access to the said land shall only be confined to Xxxxxxxxx
Xxxxxxxxxx Xxxx X Xxxxxx 0 xxx Xxxxxxxxx Xxxx. The latter
shall be on a left-in-left out arrangement only.
(xli) The licence fees and other taxable sums payable by the
Licensee under or in connection with the 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 the owner from the Licensee and
which tax is payable by the Licensee. The Licensee shall pay
the tax and the Owner acting as the collecting agent for the
government, statutory or tax authority shall collect the tax
from the Licensee together with the licence fees
hereinbefore reserved without any deduction and in advance
without demand on the 1st 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.
(xlii) Chain-link fencing fronting Bukit Timah Expressway shall not
be permitted.
(xliii) Without prejudice to Clauses 2 (xii) and 2 (xiii)
hereinbefore appearing, the Licensee shall not place,
construct or erect or permit the placing, construction or
erection of any building, structure or equipment whatsoever
on the 15 metre-wide green buffer situated within the
boundary of the said land as shown on the plan annexed
hereto.
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3. It is hereby mutually agreed that until the Licensee has performed all
his obligations herein contained the Owner shall possess the rights and powers
following:-
(a) The right for himself and his agents with or without workmen
or others at all reasonable times to enter upon the said
land to view the state and progress of the said buildings
and works 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 the Owner as may
be required by the Owner.
(b) Full right and liberty in case any of the said buildings and
other structures or installations 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 the Licensee shall in any other way
fail to perform and observe any of the stipulations on his
part herein contained or if any charging order writ of
seizure and sale or its equivalent made in respect of the
said land or any structure thereon shall be enforced without
the written consent of the owner having first been obtained
by the Licensee or by the person in whose favour the
charging order writ of seizure and sale or its equivalent
shall have been made, to re-enter upon and take possession
of the said land 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
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without making to the Licensee 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 the Owner for the recovery of any licence fee or monies
due to him from the Licensee or in respect of any breach of
this Agreement PROVIDED ALWAYS THAT the Owner shall, in
addition, also be entitled to claim and to recover from the
Licensee as a debt, firstly liquidated damages calculated at
and in accordance with the same rates as that stipulated for
liquidated damages in clause 3(e) in the Lease set out in
the First Schedule hereto as if the respective year of the
term of the lease therein referred to the respective year of
the said period of three (3) years or any extended period in
which the Owner exercised its aforesaid right of re-entry
under this Agreement and secondly any sum which the Owner
may incurr in connection with the demolition and removal of
any building, structure, fitting, fixture or thing which the
owner may consider necessary to demolish and remove AND
PROVIDED THAT if the said land has been assigned by way of
mortgage the provisions of this clause shall not take effect
until the Owner 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 the
Owner may in his discretion give notice in writing to the
Licensee of his intention not to enforce the stipulations
herein contained and may fix any extended period for the
completion of the said works in substitution for the said
period of three (3) years hereby fixed for such
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completion and thereupon the obligations hereunder of the
Licensee to complete the said works and to accept a lease
hereinafter mentioned shall be taken to refer to such
substituted period.
(d) Without prejudice to the generality of clause 3(b) hereof
full right and liberty in the event that the Licensee has
failed to either :
(1) develop the said land to the gross plot ratio
specified in clause 2(viii), or
(2) fulfil the investment criterion as stipulated in
Clause 4 with full and absolute discretion to the
owner to either :
(i) re-enter upon and take possession of the
said land 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 the
Licensee 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 the Owner or recovery of
any licence fee or monies due to him
from the Licensee or in respect of any
breach of this Agreement, or
(ii) reduce the term of lease proportionately
as the actual amount invested bears with
the required fixed investment on the
said land as stipulated in clause 4 in
which event the Licensee shall execute
such documents as the Owner shall deem
necessary and in connection therewith,
pay all
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costs disbursements fees and charges
legal or otherwise as provided in clause
5.
PROVIDED ALWAYS that if the said land has been
assigned by way of mortgage, the provisions of
this sub-clause (d) shall not take effect until
the Owner had served upon the Mortgagee notice in
writing specifying the breach and the Mortgagee
has failed to remedy such breach.
4. If the said buildings and works shall have been completely finished to
the satisfaction of the owner and the relevant Government Building Authorities
(to be evidenced by their certificates in writing to that effect) within the
said period of three (3) years or of such extended period (if any) as aforesaid
and if the Licensee shall have performed and observed all the stipulations
herein on his part contained other than such as may have been waived as
aforesaid and if there shall have been a minimum investment by the Licensee of
$900/- per square metre of the gross floor area of the building(s) on buildings
and civil works, of which $300,000/- or 1.5% of the actual cost of the building
and civil works (whichever is the lesser) shall be on landscaping and a minimum
investment of $300/- per square metre of the said land on plant and machinery,
within the said period of three (3) years from 16TH day of FEBRUARY 1994 (due
proof thereof to be produced by the Licensee to the satisfaction of the owner on
or before the 15TH day of AUGUST 1997), then the Owner shall grant and the
Licensee shall accept and executed counter-part of one good and sufficient lease
or sub-lease of the said land and premises together with the buildings so
erected thereon with their appurtenances for the term of thirty(30) years from
the 16TH day of FEBRUARY 1994 at the rent and in the form containing the
reservation exceptions covenants conditions and provisions set forth in the
FIRST SCHEDULE hereto with such modifications as
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circumstances may render necessary and such other covenants conditions or
stipulations to be performed by the Licensee governing or regulating the use of
the said land as the Owner 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 said land from any dangerous or obnoxious or otherwise
harmful activities which may be carried out by the Licensee whether or not such
activities are incidental to the Licensee's trade PROVIDED THAT until such lease
is executed the Licensee shall be deemed to be the Lessee of the said land as
though a lease has been executed at the same rent and subject to the covenants
and conditions contained in the First Schedule hereto so far as the same are
applicable.
5. The Licensee shall 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 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 lease.
6. The Licensee shall pay all costs and fees legal or otherwise,
including the Owner's costs as between solicitor and client, in connection with
the enforcement of the covenants and conditions of this Agreement and the lease.
7. The Licensee may, at any time during the said period of three (3)
years and any extensions thereof granted under clause 3 (c) terminate this
Agreement or surrender part of the said land by giving to the Owner three (3)
months' prior notice in writing, PROVIDED ALWAYS THAT such termination or
surrender shall be without prejudice to any right or remedy
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which may have or will accrue to the Owner prior to the expiry of the three (3)
months' notice AND PROVIDED FURTHER THAT the Licensee shall in addition to the
licence fee (which at- the discretion of the Owner may be apportioned for the
period commencing from the date hereof up to the date of delivery of vacant
possession of the said land or part thereof to the Owner) survey fees, property
tax and other charges specified herein forthwith pay to the owner as liquidated
damages in accordance with and calculated at the same rates as that stipulated
for liquidated damages in clause 3(e)of the Lease set out in the First Schedule
hereto PROVIDED THAT before the delivery of vacant possession as aforesaid if
the owner shall so desire the Licensee shall at the cost and expense of the
Licensee properly demolish and remove such building, structure, fixture, fitting
or thing as may be stipulated in writing by the Owner as well as properly render
the said land 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 the Owner.
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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
THE JURONG TOWN CORPORATION
By: XXXX XXX SIONG /s/ XXXX XXX SIONG
Deputy Chief Executive Officer ------------------------
in the presence of:
/s/ TAY XXXX XXXXX
-----------------------------
Tay Xxxx Xxxxx
The Common Seal of
SINGAPORE TECHNOLOGIES PTE LTD
was hereunto affixed
in the presence of:
Signature: /s/ XX XXXXX
-----------------------------
Name in full: Xx Xxxxx (Ms)
Designation: Managing Director
Signature: /s/ CHUA XX XX
-----------------------------
Name in full: Chua Xx Xx (Mrs)
Designation: Managing Director
-22-
24
I, CHIA XXXXX XXXX, Advocate and solicitor of the Supreme Court of
Singapore hereby certify that on the 11th day of April 1995 the Common Seal
of SINGAPORE TECHNOLOGIES PTE LTD was duly affixed to the within written
instrument at Singapore in my presence in accordance with the regulations of the
said Company which regulations have been produced and shown to me.
Witness my hand this 11th day of April 1995
/s/ CHIA XXXXX XXXX
-------------------------
Chia Xxxxx Xxxx
Advocate & Solicitor
Singapore
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25
THE FIRST SCHEDULE ABOVE REFERRED TO
FORM 19
THE LAND TITLES ACT
(CHAPTER 157)
L E A S E
(WITH RESERVATION OF EASEMENT)
--------------------------------------------------------------------------------------------------
Reference to
Land Register Town Mukim Lot Description of Land (whether
DESCRIPTION Volume Folio Subdivision whole or in part)
OF LAND
--------------------------------------------------------------------------------------------------
13 (PRIVATE LOT A12787)
--------------------------------------------------------------------------------------------------
THE LESS0R
----------------------------------------------------------------------
LESSOR JURONG TOWN CORPORATION, a body corporate OFFICE USE
incorporated under the Jurong Town Corporation Act ONLY
and having its office at Xxxxxx Xxxx Xxxx, Xxxxxx
Xxxx Xxxx Xxxx, Xxxxxxxxx 0000.
----------------------------------------------------------------------
(the registered proprietor) HEREBY LEASES the registered
estate or interest in the land above described
THE LESSEE
----------------------------------------------------------------------
LESSEE SINGAPORE TECHNOLOGIES PTE LTD OFFICE USE
ONLY
----------------------------------------------------------------------
-1-
26
TERM OF as tenant for the term of THIRTY (30) YEARS commencing from
LEASE the 16TH DAY OF FEBRUARY 1994, in consideration of the
minimum investment by the Lessee of $900/- per square metre
of the gross building floor area on building and civil works
(including 1.5% of the actual cost of the building and civil
works or a maximum of $300,000/- on landscaping) and $300/-
per square metre of the demised premises on plant and
machinery, (hereinafter referred to as "the fixed investment
criteria") and YIELDING and PAYING therefor from the 16TH
DAY OF FEBRUARY 1994 the yearly rent of DOLLARS NINE HUNDRED
AND FORTY-FIVE THOUSAND FOUR HUNDRED AND FIFTY ONLY
($945,450/-) to be paid by equal quarterly installments on
the 1st day of each of the months of January, April, July
and October in every year of the said term without any
deduction and in advance without demand at the office of the
Lessor or at such other office as the Lessor may designate
calculated at the rate of $18/- per square metre per annum
(hereinafter referred to as "the Initial Rent") of the
demised premises having an area of 52,525 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 Lease herein), which
rate shall be increased by 9% per annum (compounded
annually) on the 16TH DAY OF FEBRUARY 1995 and on the 16TH
DAY OF FEBRUARY of every year thereafter.
AND RESERVING to the Lessor as APPURTENANT TO
--------------------------------------------------------------------------------------------------
Reference to
Land Register Town Mukim Lot Description of Land (whether
DESCRIPTION Volume Folio Subdivision whole or in part)
OF LAND
--------------------------------------------------------------------------------------------------
(Dominant Tenement) 13
--------------------------------------------------------------------------------------------------
a RIGHT OF PASSAGE AND RUNNING of water soil electricity
power gas telephone communication and other similar
amenities from the adjoining and neighbouring premise
thereon through sewers drains pipes channels cables and
ducts upon or under the land hereinafter described and to
make connections with such sewers drains pipes channel
cables and ducts or any of them for the purpose
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27
of exercising the said right of passage and of running the
aforesaid amenities over the land hereinafter described.
--------------------------------------------------------------------------------------------------
Reference to
Land Register Town Mukim Lot Description of Land (whether
DESCRIPTION Volume Folio Subdivision whole or in part)
OF LAND
--------------------------------------------------------------------------------------------------
(Reservation of 13 (PRIVATE LOT A12787)
right of passage
and running of
amenities over
land hereby
transferred)
--------------------------------------------------------------------------------------------------
SUBJECT TO:
PRIOR PRIOR ENCUMBRANCE
ENCUMBRANCES
NIL
-3-
28
AND the following
COVENANTS AND CONDITIONS
(a) 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);
(b) the covenants and conditions set forth in the Memorandum of
Lease filed in the Registry of Titles and numbered as ML
I/30809F with the exception of covenants i(x), i(xi),
1(xvii) and i(xxv) of ML I/30809F.
SPECIAL COVENANTS AND CONDITIONS
1 (x) 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 in accordance with the plans and
specifications approved by the Lessor and in accordance with
the laws, by-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 his own monies PROVIDED THAT the rebuilding and
reinstatement shall in any event commence and be completed
within the period specified by the Lessor PROVIDED FURTHER
THAT notwithstanding the covenant contained in this Clause 1
(x) , the Lessee may exercise the option not to rebuild or
reinstate the buildings subject to the following conditions:
(a) the Lessee shall give the Lessor three (3) months'
prior notice in writing to prematurely terminate
the term of lease herein created but without
prejudice to clause 3(e) and any right or remedy
which may have or will accrue to the Lessor prior
to the expiry of the three (3) months' notice
under the terms and conditions of the Lease
herein; and
(b) forthwith pay or cause to be paid to the Lessor
(whom the Lessee acknowledges to be entitled to)
all monies received by virtue of such insurance.
(xi) Not to demise assign mortgage charge create a trust 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 without first obtaining the consent of the
Lessor in writing. The restrictions contained in Section 17
of the Conveyancing and Law of Property Act (Chapter 61)
shall not apply. In addition, the Lessor may in its absolute
discretion in giving the consent
-4-
29
require, inter alia, that the fixed investment criteria be
met and due proof thereof be shown within such period of
time as the Lessor may stipulate, and in the event of the
non-observance thereof, the Lessor shall be entitled to
exercise its rights under Clause 3 (c) herein.
(xvii) At the termination, by notice by the Lessee, or reentry by
the Lessor or by expiry or otherwise, of the term hereby
created, to yield up the demised premises to the Lessor in
tenantable repair in accordance with the Lessee's covenants
herein contained PROVIDED THAT, if so required by the Lessor
and upon notice thereof, the Lessee shall at his 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 reinstate the demised
premises to the satisfaction of the Lessor and if the Lessee
shall fail to observe or perform this covenant the Lessor
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.
(xxv) Subject always to Clause i(xi) herein, to give to the Lessor
written notice of every change of name within one month from
the date of each change PROVIDED THAT where there has been,
is or will also be a change in the shareholders of the
Lessee or the number of shares held by each and every
shareholder, the prior written consent in writing of the
Lessor shall be obtained and which consent if granted shall
be subject to such terms and conditions as the Lessor may
require.
(xxxvi) Not to use or permit or suffer the demised premises or any
part thereof to be used otherwise than for WAFER FABRICATION
PLANT OPERATIONS ONLY except with the prior consent in
writing of the Lessor. In granting its consent to any change
or extension of use, the Lessor may in its 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 may stipulate, and in the event of the
non-observance thereof, the Lessor shall be entitled to
exercise its rights under clause 3(c) of ML I/30809F. For
the avoidance of any doubt, the words "meet" in this clause
and "met" in clause (xi) shall include the maintenance of
the fixed investment criteria and if it has not been
maintained then that it be met.
(xxxvii) Without prejudice to clause 1(viii) of ML I/30809F to ensure
that the gross plot ratio shall not be less than 0.6 but not
more than 1.4.
(xxxviii) Without prejudice to the generality of clause I(iv) of ML
I/30809F and at the Lessee's own cost, to properly upkeep
the aesthetically-designed high quality buildings at the
demised premises, with extensive landscaping, to the
satisfaction of the Lessor. The building facade shall front
Bukit Timah
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30
Expressway and the external walls shall be either
aluminium-clad or tiled or of equivalent standard materials.
(xxxix) At all times to comply with and observe any height
restrictions on buildings and structures at the demised
premises which may be imposed by any governmental or
statutory authority and to ensure that any height
restriction plan which may be furnished to the Lessee shall
at all times be held in strict confidence and shall not be
shown, revealed, released or copied to or by any person,
contractor, sub-contractor, xxxxxxx, employee, agent,
representative or any other person except with the prior
written consent of the Lessor.
(xl) The Lessee accepts the demised premises in its existing
state and condition and further accepts and confirms that
the Lessor has made no representation nor 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.
(xli) Not to openly store or to permit any open storage of any
material, equipment or goods at the demised premises
fronting Bukit Timah Expressway or any part thereof.
(xlii) Subject to Clause 2(viii) of ML I/30809F, to ensure that the
maximum height of any boundary wall or fence (including the
anti-climb) erected by the Lessee at the demised premises
shall not exceed two (2) metres PROVIDED THAT boundary walls
or fences (if any) shall be erected behind the baphia or
other xxxxxx planted on the demised premises.
(xliii) Not to keep or allow to be kept any livestock or other
animals at the demised premises or any part thereof.
(xliv) At the Lessee's own cost and expense and subject to the
Lessor's prior written approval, to execute such works as
may be deemed necessary by the Lessee in respect of the
state and condition of the demised premises (especially its
ground levels, topography and soil condition) which state
and condition the Lessee shall be deemed to have full
knowledge.
(xlv) Chain-link fencing fronting Bukit Timah Expressway shall not
be permitted.
(xlvi) Access to the demised premises shall only be confined to
Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0 xxx Xxxxxxxxx Xxxx. The
latter shall be on a left-in-left-out arrangement only.
(xlvii) Without prejudice to the generality of Clause 1(vii) of ML
I/30809F, the Lessee shall not place, construct or erect or
permit the placing, construction or erection of any
building, structure or equipment whatsoever on the 15
-6-
31
metre-wide green buffer situated within the boundary of the
demised premises shown on the plan annexed hereto.
2A The Lessor further covenants with the Lessee that he shall grant to
the Lessee a lease of the demised premises for a further term of THIRTY (30)
YEARS (hereinafter referred to as "the further term") from the expiry of the
said term upon the same terms and conditions and containing like covenants as
are contained in this lease with the EXCEPTION of clause 3(e) hereinafter
appearing and the present covenant for renewal PROVIDED THAT:
(i) there shall be a minimum investment by the Lessee of
$1,000/- per square metre of the gross building floor area
on buildings and civil works (of which $300,000/- or 1.5% of
the actual cost of the building and civil works, whichever
is the lesser, shall be on landscaping) and $500/- per
square metre of the demised premises on plant and machinery,
(also referred to as "the fixed investment criteria") within
three (3) years from the 16th day of FEBRUARY 1994 and due
proof of such investment is produced to the satisfaction of
the Lessor on or before the 15TH DAY OF AUGUST 1997;
(ii) Subject to clause 1(viii) of ML I/30809F, there shall be a
gross plot ratio of not less than 0.75 but not more than
1.4;
(iii) at the time due proof of such investment is produced and at
the expiry of the said term, there be 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;
(iv) if required by the Lessor, the Lessee shall within four (4)
months from the commencement of the further term and at his
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;
(v) the Lessee shall six (6) months before the expiry of the
said term submit, for the approval of the Lessor 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
the Lessor 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; and
(vi) the Lessee shall at his 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 the relevant
governmental and statutory authorities and to the
satisfaction of the Lessor.
-7-
32
3 (d) The Lessee may at any time prematurely terminate the term of
lease herein created by giving to the Lessor three (3)
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 three (3) months' notice
under the terms and conditions of the Lease herein created
or in respect of the termination.
(e) Subject to clause 3(f) hereinafter appearing in the event
that premature termination shall occur at any time within
eight (8) years from the commencement of the said term of
lease herein created or if the Lessor shall at any time
within the said eight (8) years exercise its right of
re-entry under clause 3(c) of ML I/30809F then in addition
to rent, interest, property tax and other sums payable by
the Lessee to the date of premature termination or re-entry
as the case may be, liquidated damages for the sum of $17.7
million (`the said sum') shall be payable and paid by the
Lessee to the Lessor and it is acknowledged and agreed by
the Lessee that the said sum shall constitute liquidated
damages and shall not be considered under any circumstances
as a penalty. It is hereby agreed that the said sum shall be
reduced to $10.3 million in the event that the Lessee does
not exercise the option of Private Lots A12787(a) and
A12787(b) (hereinafter referred to as "the said option
sites") by 15th February 1998 pursuant to the Lessor's
letter of offer for the said option sites dated 17th
December 1993.
(f) Notwithstanding anything contained herein, the Lessor hereby
agrees to a waiver of the liquidated damages provided in
clause 3(e) of the Special Covenants and conditions
hereinbefore appearing in the event of any transfer or
assignment of the lease in accordance with clause 1(xi)
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.
-8-
33
DATE OF LEASE ______________________________________________
EXECUTION THE COMMON SEAL OF )
BY LESSOR JURONG TOWN CORPORATION )
)
was hereunto affixed in )
)
in the presence of )
-----------------------
Chief Executive Officer
-----------------------
Secretary
EXECUTION THE COMMON SEAL OF )
BY LESSEE SINGAPORE TECHNOLOGIES PTE LTD )
)
was hereunto affixed in )
)
in the presence of )
/s/ XX XXXXX
-----------------------------------
Xx Xxxxx (Ms), Managing Director
/s/ CHUA XX XX
-----------------------------------
Chua Xx Xx (Mrs), Company Secretary
I,
a duly authorised officer of the Jurong
Town Corporation, under Section 31 of
the Jurong Town Corporation Act (Cap
150) for and on behalf of the Lessor
hereby certify that this instrument is
correct for the purposes of the said
Act.
I,
the Solicitor of the Lessee hereby
certify that this instrument is correct
for the purposes of the said Act.
-9-
34
BELOW THIS LINE FOR OFFICE USE ONLY\
---------------------------------------------------------------------------------------------
Special Remarks Endorsing Instruction
First Schedule:
Second Schedule:
---------------------------------------------------------------------------------------------
EXAMINED REGISTERED ON
-------------------
Initials of
Signing
Date: officer REGISTRAR OF TITLES
---------------------------------------------------------------------------------------------
35
OFFICE USE ONLY
THE LAND TITLES ACT ---------------
(CHAPTER 157) $
---------------
M E M O R A N D U M
To the Registrar of Titles
On behalf of THE JURONG TOWN CORPORATION, a body corporate incorporated under
the Jurong Town Corporation Act and having its office at Jurong Town Hall,
Jurong Town Hall Road, Singapore, the Registered proprietor.
I, XXXXXX XXX XXXX XXXX, certify that this memorandum (comprising seven pages),
contains the provisions which are deemed to be incorporated in any instrument in
which the abovementioned corporation is named as a lessor and such instrument
has reference to this memorandum.
Signature
Authorised Officer
----------------------------------------
LODGED BY Filed in the REGISTRY OF TITLES
ON 26TH JUNE, 1990
Jurong Town Corporation
Xxxxxx Xxxx Xxxx
Xxxxxx Xxxx Xxxx Xxxx
Xxxxxxxxx 0000 REGISTRAR OF TITLES
----------------------------------------
7373c
36
SPECIAL COVENANTS AND CONDITIONS
1. The Lessee hereby covenants with the Lessor as follows
(i) To pay the yearly rent hereinbefore reserved on the days and
in the manner appearing in the reddendum.
(ii) To pay unto the Lessor on demand by way of additional rent a
sum equal to all such sums as the Lessor may from time to
time pay for insuring and keeping insured the demised
premises against loss or damage by fire in case the Lessee
shall make default in insuring and keeping insured the
demised premises pursuant to the covenant in that behalf
hereinafter contained PROVIDED ALWAYS THAT nothing herein
shall render it obligatory on the part of the Lessor to
insure and keep insured the demised premises or any part
thereof.
(iii) To pay all rates taxes assessments and outgoings whatsoever
which now are or which at any time hereafter during the said
term may be imposed or charged upon or in respect of the
demised premises or any part thereof.
(iv) To repair and keep in tenantable repair the demised premises
and every part thereof throughout the said term.
(v) To pay a reasonable proportion of the expense of
constructing repairing rebuilding and cleansing all party
walls fences sewers drains pipes water-courses and other
things the use of which is common to the demised premises
and the occupiers of any adjoining or neighbouring premises
and such proportion in the case of a dispute shall be
conclusively determined by the Lessor's surveyor for the
time being.
(vi) To permit the Lessor and his surveyors or agents with or
without workmen or others during the said term at reasonable
times in the day-time to enter upon the demised premises and
every part thereof to examine the state and condition of the
same and of defects decays and wants of reparations and of
all breaches of covenant there found and the Lessor may
thereupon serve on the Lessee notice in writing by leaving
the same at or on the demised premises to or for the Lessee
to make good the same within such reasonable time as
specified in such notice.
(vii) To perform and observe all the obligations which the Lessor
of the demised premises may be liable to perform or observe
during the term hereby created by any direction or
requirement of any governmental or statutory authority and
if the Lessee shall fail to observe or perform this covenant
the Lessor may in its absolute discretion perform the same
and all expenses and costs incurred thereby shall be
recoverable from the Lessee as a debt PROVIDED ALWAYS THAT
the Lessor shall not be liable to the Lessee for any loss
damage or inconvenience caused thereby.
(viii) Not to make or cause to be made any addition or alteration
affecting the elevation external structure or stability of
the demised premises or any part thereof without the prior
written consent of the Lessor and the relevant governmental
and statutory authorities PROVIDED THAT on the granting of
such consent and without prejudice to other terms and
conditions which may be imposed the Lessee shall give to the
Lessor security that the proposed addition alteration or
rebuilding will in fact be carried out within a reasonable
time.
(ix) Forthwith to insure and keep insured the demised premises
against loss or damage by fire to the full value thereof
with a well established insurance company approved by the
Lessor and
-1-
37
to make all payments necessary for that purpose within seven
days after the same shall become payable and upon reasonable
notice to produce to the Lessor the policy or policies of
such insurance and the receipts for all such payments.
(x) As often as the demised premises or any part thereof shall
be destroyed or damaged as aforesaid forthwith to cause all
monies received by virtue of such insurance to be laid out
in rebuilding and reinstating the same in accordance with
the plans and specifications approved by the Lessor and in
accordance with the existing 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 his own monies
PROVIDED THAT the rebuilding and reinstatement shall in any
event commence and be completed within the period specified
by the Lessor.
(xi) Not to demise assign mortgage 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
without first obtaining the consent of the Lessor in
writing. The restrictions contained in Section 17 of the
Conveyancing and Law of Property Act (Chapter 61) shall not
apply. In addition, the Lessor may in its 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 may
stipulate, and in the event of the non-observance thereof,
the Lessor shall be entitled to exercise its rights under
Clause 3(c) herein.
(xii) Within six months of the devolution of the interest of the
Lessee not perfected by an assent to give notice thereof in
writing with particulars thereof to the Lessor and produce
to the Lessor such documentary evidence as may be required
by the Lessor.
(xiii) Not to use the demised premises or any part thereof for any
illegal or immoral purpose and not to do or permit or suffer
to be done upon the demised premises anything which in the
opinion of the Lessor may be or become a nuisance annoyance
or causing damage or inconvenience to the Lessor or his
lessees or the occupiers of any adjoining or neighbouring
premises or whereby any insurance for the time being
effected on the demised premises may be rendered void or
voidable or be in any way affected.
(xiv) Not without the prior consent in writing of the Lessor 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 demised premises or of the
external rails or fences thereof any nameplate signboard
placard poster or other advertisement or hoarding.
(xv) To make reasonable provision against and be responsible for
all loss injury or damage to any person or property
including that of the Lessor for which the Lessee may be
held liable arising out of or in connection with the
occupation and use of the demised premises and to indemnify
the Lessor against all proceedings claims costs and expenses
which he may incur or for which he may be held liable as a
result of any act neglect or default of the Lessee his
servants contractors sub-contractors or agents.
(xvi) To pay interest at the rate of 8.5% per annum or such higher
rate as may be determined from time to time by the Lessor in
respect of any arrears of rent or other outstanding sums due
and payable under this Lease from the due dates thereof
until payment in full is received by the Lessor.
(xvii) At the termination, by expiry or otherwise, of the term
hereby created, to yield up the demised premises to the
Lessor in tenantable repair in accordance with the Lessee's
covenants herein contained PROVIDED THAT, if so required by
the Lessor and upon notice thereof, the Lessee shall remove
the fixtures and fittings, or any part thereof, as may be
specified by
-2-
38
the Lessor and reinstate the demised premises to the
satisfaction of the Lessor and if the Lessee shall fail to
observe or perform this covenant the Lessor shall execute
such works and recover the costs thereof from the Lessee as
a debt.
(xviii) To make good and sufficient provision for the safe and
efficient disposal of all waste including but not limited to
pollutants to the requirements and satisfaction of the
Lessor PROVIDED THAT in the event of default by the Lessee
under this covenant the Lessor may carry out such remedial
measures as he thinks necessary and all costs and expenses
incurred thereby shall forthwith be recoverable from the
Lessee as a debt.
(xix) Not to do or omit or suffer to be done or omitted any act
matter or thing in or on the demised premises in respect of
the operations business, trade or industry carried out or
conducted therein which shall contravene the provisions of
any laws, by-laws, orders, rules or regulations now or
hereafter affecting the same but at his own Cost and expense
to comply with all such provisions and at all times
hereafter to indemnify and keep indemnified the Lessor
against all actions, proceedings, costs, expenses, claims,
fines, losses, penalties and demands in respect of any act
matter or thing done or omitted to be done in contravention
of the said provisions.
(xx) 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
Lease and any prior accompanying or future documents or
deeds supplementary collateral or in any way relating to
this Lease.
(xxi) To pay all costs and fees legal or otherwise including costs
as between solicitor and client in connection with the
enforcement of the covenants and conditions herein.
(xxii) To pay to the Lessor all survey fees and other charges
including those payable to and claimed by the relevant
Government Planning Authorities and other relevant
governmental and statutory authorities for the survey of the
demised premises for the purpose of sub-division of the land
of which the demised premises forms part and issue of this
Lease and a Certificate of Title PROVIDED THAT the Lessor
shall have the right to employ his own surveyor to carry out
the said survey in which event the Lessee shall bear all
costs thereby incurred.
(xxiii) At his own cost to take such steps and execute such works
upon the demised premises as may be necessary for the
protection of shores and embankments if any and for the
prevention of earthslip erosion of soil and failure of
slopes expeditiously in a workmanlike manner and to the
satisfaction of the Lessor.
(xxiv) To construct an internal drainage system within the demised
premises to the satisfaction of the Lessor to ensure that
all surface water collected thereon is discharged into the
public drains.
(xxv) Not to effect a change of name except with the prior consent
in writing of the Lessor PROVIDED THAT on every change of
name the Lessee shall pay to the Lessor a fee to be
specified by the Lessor in relation to such consent.
(xxvi) To perform and observe the covenants on the Lessor's part
contained in the Head Lease made between the President of
the Republic of Singapore and the Lessor so far as they are
not varied herein and to keep the Lessor indemnified against
all claims damages costs and expenses in any way relating
thereto.
(xxvii) To maintain the demised premises and every part thereof in a
neat and tidy condition, and forthwith to comply with the
Lessor's direction to remove and clear any materials, goods
or
-3-
39
articles of whatever nature and description from the demised
premises or such part thereof as may be stipulated in
writing by the Lessor.
(xxviii) At his own cost to plant and maintain trees and landscape
the demised premises in accordance with all the requirements
of the Parks and Recreation Department, Ministry of National
Development and other relevant governmental and statutory
authorities.
(xxix) Not to 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 Lessees in
connection therewith, to allow the Lessor or any authorised
person to inspect at all reasonable times, such
installation, machine or apparatus in the demised premises
to determine the source of the interference or disturbance
and thereupon, to take suitable measures, at the Lessee's
own expense, to eliminate or reduce such interference or
disturbance to the Lessor's satisfaction, if it is found by
the Lessor or such authorised person that the Lessee's
electrical installation, machine or apparatus is causing or
contributing to the said interference or disturbance.
(xxx) To indemnify the Lessor against each and every claim,
proceeding, action, loss, penalty, damage, expense, cost and
demand which may arise in connection with clause (xxix)
above.
(xxxi) At the Lessee's own cost to execute such works as may be
necessary to divert existing utility services such as pipes,
cables and the like (if any) to the requirements and
satisfaction of the Lessor and other relevant governmental
and statutory authorities.
(xxxii) Subject to that clause in the Special Covenants and
Conditions of this Lease which stipulates the specific use
the Lessor permits for the demised premises, the Lessee
shall use and shall ensure that at least sixty per centum
(60%) of the total floor area of the demised premises shall
be used for purely industrial activities, and may use the
remaining floor area for ancillary stores and offices,
neutral areas, communal facilities and such other uses as
may be approved in writing by the Lessor and the relevant
governmental and statutory authorities PROVIDED THAT the
said ancillary offices shall not exceed twenty-five per
centum (25%) of the total floor area AND PROVIDED FURTHER
THAT the Lessee shall not use and occupy the demised
premises for the purpose of commercial office and storage
unrelated to the Lessee's approved industrial activity.
(xxxiii) If the Lessee shall at any time be found to have encroached
upon any area beyond the boundaries of the demised premises,
the Lessee shall at his own cost and expenses, but without
prejudice to any other right or remedy the Lessor may have
against him, immediately or within the time specified (if
any) by the Lessor rectify and remove the encroachment to
the satisfaction of the Lessor and pay to the Lessor such
compensation as may be specified by the Lessor. If, however,
the Lessor in his absolute discretion permits the Lessee to
regularise and retain the encroached area or any part
thereof upon such terms and conditions as may be stipulated
by the Lessor and any other relevant governmental and
statutory authorities, the Lessee shall pay land rent on the
encroached area with retrospective effect from the date of
commencement of the term hereby created, and the Lessee
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.
(xxxiv) If any damage of whatsoever nature or description shall at
any time occur or be caused to the demised premises or any
part thereof, to forthwith give to the Lessor written notice
of the
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damage and to remedy the damage to the satisfaction of the
Lessor within such time as the Lessor may specify, all at
the cost of the Lessee.
(xxxv) Not to keep or permit to be used or stored in the demised
premises or any part thereof any materials of a dangerous or
explosive nature without the prior consent in writing of the
Lessor and to keep the Lessor indemnified against all
damages claims and action caused by the use of storage of
such materials whether or not the same is done with the
consent of the Lessor.
2. The Lessor hereby covenants with the Lessee that the Lessee paying the
rent hereinbefore reserved and performing and observing the covenants conditions
and agreements on the part of the Lessee hereinbefore contained shall peaceably
hold and enjoy the demised premises during the term-hereby granted without any
interruption of or by the Lessor or any person lawfully claiming through under
or in trust for him.
3 PROVIDED ALWAYS and it is hereby agreed between the parties as
follows:
(a) That 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) That 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) That if the said rent hereby reserved 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 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
shall have been made, then and in any such case it shall be
lawful for the Lessor or any person or persons authorised by
him in that behalf at any time 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.
4 In this 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
assigns, the expression "the Lessee" 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.
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