Exhibit 4.19.2
(XXXXX & XXXXXXXX ADVOCATES & SOLICITORS LOGO)
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Dated 8 July 0000
XXXXXXXXX TECHNOLOGIES PTE LTD
and
TERRA INVESTMENTS PTE. LTD.
and
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
NOVATION AGREEMENT
XXXXX & XXXXXXXX
XXX XXXXXX XXXXXXXXX #00-00
XXXXXXXXX 000000
Private Lot A12787(k)
TABLE OF CONTENTS
CONTENTS PAGE
1. INTERPRETATION....................................................................................1
2. SECURITY DEPOSIT..................................................................................2
3. NEW LANDLORD'S UNDERTAKINGS.......................................................................2
4. TENANT'S UNDERTAKINGS.............................................................................3
5. COSTS AND EXPENSES................................................................................3
6. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT...........................................................3
7. GOVERNING LAW.....................................................................................3
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Private Lot A12787(k)
THIS AGREEMENT is made on 8 July 2005 BETWEEN:
(1) SINGAPORE TECHNOLOGIES PTE LTD, a company incorporated in Singapore and
having its registered office at 00 Xxxxxxx Xxxx #00-00 XxxxXxx Xxxxxx
Xxxxxxxxx 000000 (the "ORIGINAL LANDLORD");
(2) TERRA INVESTMENTS PTE. LTD. a company incorporated in Singapore and having
its registered office at 00X Xxxxxxx Xxxx #00-00 Tower 2 The Atrium @
Xxxxxxx Xxxxxxxxx 000000 (the "NEW LANDLORD"); and
(3) CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in
Singapore and having its registered office 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X
Xxxxxx 0 Xxxxxxxxx 000000 (the "TENANT").
WHEREAS:
(A) By the Lease (as defined below), the Original Landlord leased to the Tenant
the Premises (as defined below) for the Term (as defined below), subject to
the compliance by the Tenant of the tenant's obligations and the conditions
contained in the Lease.
(B) By an Agreement for Purchase (as defined below), the Original Landlord
agreed to sell / transfer to the New Landlord the Premises together with
the benefit of and subject to the Lease.
(C) The Original Landlord wishes to be released and discharged from further
performance of the Lease and the Tenant has agreed to release and discharge
the Original Landlord subject to the New Landlord's agreement to perform
the Lease and to be bound by the terms of the Lease in place of the
Original Landlord on the terms and conditions set out below.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions
The following definitions apply unless the context requires otherwise:
1.1.1 "AGREEMENT FOR PURCHASE" means collectively the (1) a Sale and
Purchase Agreement dated 15 December 2004 made between the
Original Landlord and Temasek Holdings (Private) Limited
("TEMASEK HOLDINGS"), a company incorporated in the Republic of
Singapore and having its registered office at 00X Xxxxxxx Xxxx
#00-00 Tower 2, The Atrium @ Xxxxxxx Xxxxxxxxx 000000 and (2) a
letter of nomination dated 31 December 2004 issued by Temasek
Holdings pursuant to the terms of the Sale and Purchase
Agreement, nominating the New Landlord.
1.1.2 "EFFECTIVE DATE" means 1 January 2005;
1.1.3 "LEASE" means the agreement for sub-licence and sub-lease dated 8
July 2005 made between the Original Landlord and the Tenant in
respect of the Premises;
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Private Lot A12787(k)
1.1.4 "PREMISES" means all that piece of land known as Private Xxx
X00000(x) (xxxx xx Xxxxxxxxxx Xxxxxx Xxx 0000X) of Mukim 13 as
shown on the plan attached to the allocation letter dated 29
March 2001 issued by Jurong Town Corporation in favour of the
Original Landlord;
1.1.5 "PERSON" means a person, firm, company or corporation; and
1.1.6 "TERM" means a period of 30 years (less 1 day) commencing on 16
May 2000.
1.2 General
Headings are for convenience only and do not affect interpretation. The
following rules of interpretation apply unless the context requires
otherwise:
1.2.1 the singular includes plural and conversely;
1.2.2 a gender includes all genders;
1.2.3 a reference to any party to this Agreement or any other agreement
or document includes the party's successors or assigns;
1.2.4 a reference to a right or obligation of any two or more persons
confers that right, or imposes that obligation, on each of them
individually and both (or all) of them together; and
1.2.5 unless stated otherwise, one word or provision does not limit the
effect of another.
2. SECURITY DEPOSIT
Each of the Original Landlord, the New Landlord and the Tenant hereby
confirms and acknowledges that notwithstanding any agreement to the
contrary, no rental deposit had been paid by the Tenant to the Original
Landlord in respect of the lease by the Tenant to the Original Landlord nor
has the Original Landlord received any rental deposits in respect of the
lease of the Premises.
3. NEW LANDLORD'S UNDERTAKINGS
3.1 With effect from the Effective Date, the New Landlord hereby undertakes
with:
3.1.1 the Original Landlord to perform the Lease and to be bound by all
the terms, obligations, stipulations and conditions thereof in
every way as if the New Landlord were originally named as a party
to the Lease in lieu of the Original Landlord; and
3.1.2 the Tenant to perform the Lease and to be bound by all the terms,
obligations, stipulations and conditions thereof in every way as
if the New Landlord were originally named as a party to the Lease
in lieu of the Original Landlord,
and the New Landlord will accordingly duly and punctually perform and
observe all the terms, obligations, stipulations and conditions of the
Lease on the part of the Original Landlord to be performed and observed.
The New Landlord shall keep the Original Landlord fully indemnified against
all claims, demands, actions, proceedings, damages, losses, costs, expenses
and liabilities caused or contributed by any default or failure on the New
Landlord's part to discharge and fulfil as aforesaid the Original
Landlord's
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Private Lot A12787(k)
obligations under the Lease, to the intent that the Original Landlord shall
be under no further obligations or liabilities to and suffer no loss or
expense under any claim made by the Tenant in respect of the Lease.
3.2 Nothing in this Agreement shall affect the obligations and liabilities of
the Original Landlord under the Lease which have arisen or accrued at any
time prior to the Effective Date and all such obligations and liabilities
which have arisen or accrued at any time prior to the Effective Date and
the terms and conditions of the Lease applicable in relation thereto shall
continue in full force and effect and be binding on the Original Landlord.
3.3 Nothing in this Agreement shall impose on the New Landlord any obligations
or liabilities under the Lease which may have arisen and accrued at any
time prior to the Effective Date.
4. TENANT'S UNDERTAKINGS
4.1 The Tenant hereby releases and discharges the Original Landlord from the
further performance of the Lease with effect from the Effective Date and
from all obligations, claims, demands and liabilities whatsoever under the
Lease arising on or after the Effective Date and the Tenant hereby accepts
the obligations and liability of the New Landlord in lieu of the Original
Landlord in respect of all such obligations, claims, demands and
liabilities whatsoever under the Lease arising on or after the Effective
Date and hereby undertakes with the New Landlord that it shall be bound by
all the terms, obligations, stipulations and conditions of the Lease in
every way as if the New Landlord were originally named as a party to the
Lease in lieu of the Original Landlord.
5. COSTS AND EXPENSES
5.1 Each party shall bear its own legal and other costs and expenses (including
any goods and services tax thereon) in the preparation and completion of
this Agreement.
5.2 The New Landlord shall bear the stamp duty payable on this Agreement (in
triplicate).
6. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to
enforce or enjoy the benefit of any term of this Agreement.
7. GOVERNING LAW
This Agreement shall be governed by the laws of Singapore.
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Private Lot A12787(k)
IN WITNESS WHEREOF the parties hereto have entered into this Agreement on the
day and year first abovewritten.
SIGNED by Tan Xx Xxxxx )
)
for and behalf of ) /s/ Tan Xx Xxxxx
)
SINGAPORE TECHNOLOGIES PTE LTD )
)
in the presence of: )
/s/ Cheong Xxx Xxx
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Witness's signature
Name: Cheong Xxx Xxx
Address:
Occupation: Legal Counsel
SIGNED by Xxx Xxxxx Mein )
)
for and behalf of )
)
TERRA INVESTMENTS PTE. LTD. ) /s/ Xxx Xxxxx Mein
)
in the presence of: )
/s/ Cheong Xxx Xxx
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Witness's signature
Name: Cheong Xxx Xxx
Address:
Occupation: Legal Counsel
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Private Lot A12787(k)
SIGNED by Chia Song Hwee )
)
for and behalf of ) /s/ Chia Song Hwee
)
CHARTERED SEMICONDUCTOR MANUFACTURING LTD )
)
in the presence of: )
/s/ Chow Xxx Xxx
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Witness's signature
Name: Chow Xxx Xxx
Address:
Occupation: Legal Counsel
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