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EXHIBIT 10.19
Dated the 1st day of August 1995
EDB LOAN AGREEMENT
BETWEEN
CHARTERED SEMICONDUCTOR MANUFACTURING PTE LTD
AND
ECONOMIC DEVELOPMENT BOARD
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EDB LOAN AGREEMENT
TABLE OF CONTENTS
CLAUSE CONTENTS PAGE
------ -------- ----
1. DEFINITIONS 3
2. TERM LOAN 5
3. CONDITIONS PRECEDENT AND AVAILABILITY 5
4. PURPOSE OF THE TERM LOAN 6
5. DRAWINGS OF TERM LOAN 7
6. AVAILABILITY OF TERM LOAN 7
7. INTEREST 8
8. REPAYMENT OF THE TERM LOAN 8
9. PAYMENT PROVISIONS 8
10. PREPAYMENT 9
11. SECURITY 9
12. WARRANTIES AND REPRESENTATION 9
13. AFFIRMATIVE UNDERTAKING 10
14. NEGATIVE UNDERTAKINGS 10
15. EVENTS OF DEFAULT 10
16. NOTICES 13
17. WAIVER NOT TO PREJUDICE RIGHT OF BOARD 13
18. INDULGENCE OF THE BOARD 14
19. SEVERABILITY 14
20. GOVERNING LAW 14
21. MISCELLANEOUS 14
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THIS AGREEMENT is made the _______________ day of __________One Thousand
Nine Hundred and Ninety Five (1995) Between CHARTERED SEMICONDUCTOR
MANUFACTURING PTE LTD, a company incorporated in Singapore and having its
registered office at 0 Xxxxxxx Xxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxx 0000
(hereinafter called "the Company") of the one part And the ECONOMIC DEVELOPMENT
BOARD, a Corporate Body established in the Republic of Singapore by The Economic
Development Board Act (Cap. 85) of 000, Xxxxx Xxxxxx Xxxx, #00-00 Xxxxxxx Xxxx
Xxxxx Xxxxxxxxx 0617 (hereinafter called "the Board") of the other part.
WHEREAS:
(1) The Company has applied to the Board for term loans up to an
aggregate principal amount of Singapore Dollars One Hundred Million
($100,000,000.00) under the Capital Assistance Scheme of the Board.
(2) The Board is willing to grant the term loans to the Company, upon
the terms and subject to the conditions hereinafter set forth.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-
1. DEFINITIONS
1.1 In this Agreement, unless the context otherwise requires, the following
words or expressions shall have the following meanings respectively:-
(a) "Business Day" means a day on which banks in Singapore are open for
business excluding Saturday and Sunday.
(b) "Day" means a calendar day.
(c) "Dollars" and the sign "$" respectively mean the lawful currency of the
Republic of Singapore.
(d) "Drawing" means any, each or all (as the context may require) of the
drawings made by the Company under the Term Loan and includes the First
Drawing as defined hereof.
(e) "Event of Default" and "Events of Default" mean any, each or all (as the
context may require) of the Events of Default described in Clause 15
hereof.
(f) "First Drawing" means the first of the drawings made by the Company under
the Term Loan.
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(g) "Fixed Productive Assets" includes buildings, facilities and equipment, for
the wafer fabrication of semiconductor devices at a facility to be
established in Woodlands in Singapore (the "FAB 2 Project").
(h) "Guarantee" means a corporate guarantee to be issued by Singapore
Technologies Pte Ltd ("STPL") and duly executed under seal and signed by
STPL's authorised signatories, in favour of the Board and in the form and
containing terms acceptable to the Board.
(i) "Interest Rate" means the rate of interest determined in accordance with
Clause 7.2 hereof.
(j) "Interest Payment Dates" means the day first Business Day of March or the
first Business Day of September as the case may be and the first Interest
Payment Date shall be the Interest Payment Date immediately following the
date of the First Drawing of the Term Loan.
(k) "Interest Period" means the period or periods determined as follows:-
(i) the Interest Period in relation to the First Drawing shall begin
on the date on which that Drawing is made hereunder and shall end
on the Interest Payment Date;
(ii) the Interest Period in respect of any subsequent Drawing shall
begin on the date on which the relevant subsequent Drawing is
made and shall end on the Interest Payment Date falling
immediately thereafter;
(iii) each successive Interest Period shall begin on the last Interest
Payment Date and shall end on the Interest Payment Date falling
six (6) months immediately following;
(iv) if any Interest Period would otherwise end on a day which is not
a Business Day that Interest Period shall be extended to the next
succeeding day which is a Business Day;
(v) if any Interest Period is extended by the application of (iv)
above, the following Interest Period shall (without prejudice to
the application of (iv) above) end on the day on which it would
have ended if the preceding Interest Period had not been so
extended; and
(vi) any amount to be repaid under Clause 8 shall have a final
Interest Period expiring on the relevant Repayment Date.
(l) "Month" means a calendar month.
(m) "person" shall include a company, body of persons, association or body
corporate or unincorporated.
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(n) "Repayment Dates" means the first day of March and the first day of
September of each year.
(o) "Term Loan" means the loan facility in the aggregate amount of Dollars One
Hundred Million ($100,000,000.00) to be made available to the Company by
the Board in accordance with the terms and conditions set out in this
Agreement and shall also be deemed to include the whole or any part
thereof.
(p) "Year" means a calendar year.
1.2 Unless the context otherwise requires, words importing the singular number
include the plural number and vice versa.
1.3 The words "hereof", "herein", "hereon" and "hereunder" and words of similar
import, when used in this Agreement, refer to this Agreement as a whole and not
to any particular provision of this Agreement.
1.4 The headings to the Clauses hereof shall not be deemed to be a part thereof
or be taken in consideration in the interpretation or construction thereof or of
this Agreement.
1.5 Reference herein to Clauses are references to Clauses of this Agreement.
2. TERM LOAN
Subject to the provisions of this Agreement and in particular those of
Clause 3 hereof, the Board will make available to the Company the Term Loan at
the times and in the manner as hereinafter provided. The Term Loan shall be for
a period of 8 years, inclusive of a two (year) grace period for repayment of the
Term Loan as provided in Clause 8 herein.
3. CONDITIONS PRECEDENT AND AVAILABILITY
The right of the Company to make any Drawing or Drawings under the Term
Loan, and the obligations of the Board to make available the same shall be
subject to the following conditions precedent, that is to say:-
(a) There shall not exist at or prior to any Drawing, any Event of Default
or any condition, event or act which, with the giving of notice or
lapse of time, or both, would constitute such an Event of Default.
(b) All representations, warranties and statements contained herein, or
otherwise made in writing in connection herewith or in any certificate
or statement furnished pursuant to any provision of this Agreement or
in any document referred to herein made by the Company shall be true
and correct with the same effect as though made on the date on which
the Drawing is to be made.
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(c) The Board shall have received, in form and substance satisfactory to
the Board, the following:-
(i) copy of the Memorandum and Articles of Association of the
Company duly certified by a Director and the Secretary of
the Company to be a true copy thereof;
(ii) a copy, certified by a Director and Secretary of the
Company, of the resolution of the Board of Directors of the
Company, which is in full force and effect, approving the
terms and conditions contained in this Agreement and
authorising a person or persons to sign this Agreement and
any other document to be given to the Board from time to
time by the Company;
(iii) specimen signatures of the persons authorised to sign this
Agreement on behalf of the Company, and to sign the notices
of Drawing and any other document to be given from time to
time by the Company, such specimens to be certified by a
Director or the Secretary of the Company to be the true
signatures of such persons respectively; and
(iv) the Guarantee relating to each Drawing to be made, duly
executed.
(d) all acts, conditions and things required to be done and performed and
to have happened precedent to the execution and delivery of this
Agreement and the Guarantee and to constitute this Agreement and the
Guarantee legal, valid and binding obligations enforceable in
accordance with their respective terms, shall have been done and
performed and have happened in compliance with all applicable laws;
(e) there is no breach by the Company of any of the terms, conditions and
undertakings herein contained.
4. PURPOSE OF THE TERM LOAN
4.1 Subject to the terms and conditions herein contained and in particular to
those of Clause 3, the Term Loan will be made available by the Board to the
Company for financing the Fixed Productive Assets for the wafer fabrication of
semiconductor devices at a facility to be established in Woodlands in Singapore
(the "FAB 2 Project").
4.2 Upon advance of a Drawing under Clause 5, the Company shall apply all the
proceeds thereof for the purposes described in Clause 4.1 above and for no other
purpose whatsoever.
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5. DRAWINGS OF TERM LOAN
5.1 Subject to the terms and conditions of this Agreement and in particular to
all the conditions of Clause 3 being complied with the Board will make available
drawings under the Term Loan in accordance with a disbursement schedule
submitted by the Company and approved by the Board at least 45 days before the
First Drawing of the Term Loan.
5.2 The Company shall give notice of Drawing to the Board not later than thirty
(30) Business Days prior to the intended date of Drawing and each notice of
Drawing shall be substantially in the form set out in the Appendix I hereto and
shall:-
(i) state the date (which must be a Business Day) and the amount of
the proposed Drawing;
(ii) be irrevocable;
(iii) commit the Company to borrow the amount and on the date stated;
and
(iv) constitute a representation and warranty that at the date thereof
the warranties and representations set out in Clause 12 are true
and no Event of Default and no event or act which with the giving
of notice or lapse of time or both would constitute such an Event
of Default has occurred.
5.3 The First Drawing shall be made not later than 1 March 1996 or such other
later date as may be approved by Chairman EDB or his lawful representative.
5.4 All Drawings shall be made on the first day of March or the first day of
September of the respective years.
6. AVAILABILITY OF TERM LOAN
The Term Loan shall be available for Drawing for a period of two (2) Years
from the date of the First Drawing after which date any part of the Term Loan
not drawn shall be cancelled.
7. INTEREST
7.1 The Company shall pay to the Board on each Interest Payment Date interest
in arrears on the amounts drawn and outstanding under the Term Loan from time to
time in respect of each Interest Period of each Interest Period relating thereto
determined in accordance with clause 1.1(k) and at the Interest Rate determined
in accordance with sub-clause 7.2 hereof.
7.2 Interest will be charged by the Board at the rate of four per cent (4%) per
annum (the "Interest Rate") and shall be payable in arrears at six-monthly
intervals, the first payment to be made on the Interest Payment Date as defined
in Clause 1.1(j) hereof.
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7.3 The amount of interest payable on the drawings under the Term Loan from
time, to time owing and outstanding shall be calculated at the Interest Rate on
the basis of a year of three hundred and sixty five (365) Days for the actual
number of Days elapsed.
7.4 The certificate of the Board in writing as to the determination of the
amount of interest payable on each Interest Payment Date shall be conclusive and
binding upon the parties hereto, save for manifest error.
7.5 The Company recognises and accepts that it is commercial practice for
interest on amounts in default to be charged and that the rate of interest to be
applied by the Board on the amounts in default shall be three per cent (3%) per
annum above the average prevailing prime interest rate as reported by the
Monetary Authority of Singapore compounded on a monthly basis, which will
represent a genuine estimate of the damage the Board would suffer in the event
of a failure by the Company in the payment on the due date of any principal
and/or interest on the amounts due and payable to the Board.
8. REPAYMENT OF THE TERM LOAN
The Company shall repay the principal of the amounts drawn under the Term
Loan in thirteen (13) equal consecutive six-monthly instalments on the Repayment
Dates. The first of such instalments shall be paid on the first Repayment Date
following two (2) Years from the date of the First Drawing of the Term Loan or
such other later date as the Board may determine in its absolute discretion.
9. PAYMENT PROVISIONS
9.1 All payments to be made by the Company under this Agreement shall be made
not later than 11 a.m. (Singapore time) on the relevant day to the Board at its
address described above or at such other address as the Board may from time to
time designate by notice in writing to the Company not less than ten (10)
Business Days prior to the date of any such payment hereunder.
9.2 If any sum becomes due for payment under this Agreement on a day which is
not a Business Day, such payment shall be made on the next succeeding Business
Day and all calculation of interest shall be adjusted accordingly.
10. PREPAYMENT
10.1 The Company may prepay in the inverse order of maturity any part of the
Term Loan or the entire Term Loan before maturity on paying a fee amounting to a
quarter of one percent (1/4 of 1%) of the amount prepaid for every period of six
(6) months or any lesser period before maturity or one percent (1%) of the
amount prepaid, whichever is the lesser amount.
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10.2 The Company shall give the Board seven (7) Days' prior written notice of
the intention to prepay any amount described in Clause 10.1.
10.3 In the event the Company is required to prepay the principal sum owing
under the Term Loan pursuant to Clause 15.2(a) hereof the Company shall pay to
the Board the fee at the rate described in Clause 10.1 above on the principal
sum owing.
11. SECURITY
Prior to each Drawing of the Term Loan, the Company shall procure the
requisite Guarantee to be given in favour of the Board.
12. WARRANTIES AND REPRESENTATION
12.1 The Company hereby warrants and represents to the Board as follows:-
(a) that it is lawfully incorporated, validly existing and in good
standing under the laws of the Republic of Singapore;
(b) that it has the corporate power and authority to carry on the business
as now being conducted;
(c) that it has the corporate power to execute and perform this Agreement
and to borrow hereunder;
(d) that the execution, delivery and performance of this Agreement and the
borrowings hereunder have been duly authorised by all requisite
corporate action and will not violate any provision of any agreement
or other instrument to which the Company is a party;
(e) that its latest balance sheet and financial statements submitted to
the Board are correct and complete and accurately represent the
financial condition of the Company on the date thereof and the results
of its operation for the period then ended and each such balance sheet
shows all known present and future liabilities, direct or contingent,
of the Company as of the date thereof and each financial statement
referred to herein was prepared in accordance with generally accepted
accounting principles;
(f) that there has been no material adverse change in the business
activities, operations or financial condition of the Company since the
date of the latest financial statements referred to in sub-paragraph
(e) above;
(g) save as otherwise disclosed to the Board, there are no actions, suits
or proceedings pending or, to the knowledge of the Company, threatened
against the Company or its parent or any of its subsidiaries, at law
or in equity (whether or not purportedly
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on behalf of the Company, its parent or any of its subsidiaries)
before any court or competent body adjudicating such matters, which
involve the possibility of any judgement or liability which may result
in any material adverse change in the business, operations, properties
or assets, or in the condition, financial or otherwise of the Company
or its parent or any of its subsidiaries and adversely affect the
Company's ability to make repayment of the Term Loan;
(h) that to the best of the knowledge of the Company no steps have been
taken or are being taken to appoint a receiver and/or manager or
judicial manager or liquidator or any other person over it or any of
its assets or in any winding up action.
12.2 Each of the warranties and representations contained in the preceding
subclause shall survive and continue to have full force and effect after the
execution of this Agreement and that they will be true and correct and fully
observed as though made on the date of Drawing or each Interest Payment Date
with reference to the facts and circumstances then subsisting.
13. AFFIRMATIVE UNDERTAKING
The Company hereby undertakes and agrees with the Board as follows:-
(a) that the Term Loan granted by the Board under the provisions of this
Agreement and every part thereof shall be used solely for the purpose
and in the manner hereinbefore stipulated and not for any other
purpose or manner save with the prior written consent of the Board.
(b) that it will carry on and conduct its business and affairs with due
diligence and efficiency in accordance with sound technical financial
industrial and managerial standards and practices including the
maintenance of adequate records with qualified personnel and in
accordance with its Memorandum and Articles of Association.
(c) that it will furnish and provide the Board with and permit the Board
to obtain all such statements information explanation and data, except
information of a confidential nature, as the Board may reasonably
require, by prior written notice, regarding the affairs operations
administration financial or other whatsoever state or condition of the
Company or any of the matters in this Clause mentioned.
(d) that it will furnish to the Board particulars of any kind of immovable
property hereafter acquired by the Company.
(e) that the Board shall have the right as it may reasonably request, by
prior written notice to inspect any land or premises where the Company
carries on its business and inspect the same and all property and
assets whatsoever therein or thereon and all accounts records and
statements wherever the same may be situate and to make inventories
and record thereof.
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(f) that it will supply to the Board certified copies of all resolutions
passed which materially affect the financial state and condition of
the Company at general and/or special meetings of the Company within
seven (7) Days from the date of the passing of such resolutions.
(g) that it will deliver to the Board every year immediately after the
issue of the same, a copy of the Company's audited balance sheet and
profit and loss accounts audited by a firm of auditors of
international repute together with Auditors' and Directors' Reports
and will also deliver to the Board a copy of the annual return which
the Company is required by law to file with the Registrar of
Companies.
(h) that it shall punctually pay all rents rates assessments taxes and all
outgoings payable in respect of any land/or premises belonging to the
Company or at which it carries on business and obtain all necessary
licences and comply with all laws regulations rules and orders
relating to the carrying on of its business on such premises.
(i) that it will keep all its plant machinery equipment buildings
constructions fixtures fittings implements and other effects in good
and substantial repair and proper working condition to the
satisfaction of the Board.
(j) that it shall not dismantle pull down or remove any part of the
buildings fixtures plant machinery and equipment, except in cases
where such dismantling pulling down or removal shall in the opinion of
the Company be rendered necessary by reason of the same being obsolete
worn out or damaged, in which case the Company shall give sufficient
written notice to the Board and will replace such property by property
of similar nature and value after giving intimation to the Board.
(k) that it shall give to the Board such written authorities or other
directions and provide such facilities and access as the Board may
require for the aforesaid inspection and shall pay all costs fees
travelling and other out-of-pocket expenses whether legal or otherwise
in respect of such inspection.
(l) that it shall continue with its best efforts to bring strategic equity
shareholders into the Company with the prior approval of the Board.
(m) that insofar as may be necessary the Company shall amend its
Memorandum and Articles of Association so as to enable it to observe
and perform all the covenants undertakings terms stipulations
conditions and other provisions of this Agreement.
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14. NEGATIVE UNDERTAKINGS
The Company hereby undertakes and agrees with the Board that it shall not
without the written consent of the Board, which consent shall not be
unreasonably withheld:-
(a) embark on any new project or substantial expansion or diversification
of its present business and operations, which are not related to its
present business activities;
(b) invest its funds by way of deposits (other than deposits with banks
licensed by the Monetary Authority of Singapore), loans, share capital
or otherwise in any other concern or issue or give guarantees for the
account or on behalf of any person or otherwise become contingently
liable for or in connection with any obligations or indebtedness of
any person;
(c) effect any form of reconstruction including amalgamation with another
company which will result in STPL holding less than 51% of the share
capital of the Company;
(d) create or permit to arise or subsist, any mortgage, charge (whether
fixed or floating), pledge, lien or other encumbrances whatsoever
(except those which have been specifically disclosed to and approved
by the Board respectively) on any of its properties or assets, both
present and future whatsoever and wheresoever situate;
(e) declare or pay any dividend or make any income or capital
distribution, whether in cash or in specie, to its shareholder or any
of them; or
(f) raise, borrow, take, make, issue or give, as the case may be, any
loans, debentures, bonds or credits from or to any persons.
15. EVENTS OF DEFAULT
15.1 If any one or more of the following Events of Default shall occur, that is
to say:
(a) if the Company shall fail to pay or otherwise discharge when due any
sums of money, whether principal, interest, fees or otherwise, payable
under this Agreement;
(b) if the Company shall default in the payment of any, principal or
interest or any other obligation for borrowed money (whether or not to
the Board) beyond any period of grace provided in respect thereof;
(c) if any representation or warranty made in or in pursuance of this
Agreement or in any certificate, statement or other document delivered
in connection with the execution and delivery hereof or in pursuance
of this Agreement shall be or become incorrect in any material
respect;
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(d) if the Company defaults in the due performance of any undertaking,
condition or obligation on its part to be performed and observed
hereunder (other than the payment of any sum due hereunder) and such
default (if capable of being rectified) shall not be rectified for a
period of thirty (30) Days after the date of receipt by the Company of
written notice of such default from the Board;
(e) if a petition is presented in any court of competent jurisdiction or a
resolution is passed for the winding-up of the Company or its parent
or for the filing or any application for placing the Company or its
parent under judicial management or any similar or analogous
proceedings are taken against any of them and are not withdrawn within
thirty (30) Days after being presented;
(f) if any encumbrancer or lessor shall take possession or a receiver
and/or manager, judicial manager, liquidator or other similar officer
is appointed of the whole of the undertaking, property or assets, or
any part thereof, of the Company or its parent;
(g) if a distress or execution is levied or enforced upon or sued out
against any part of the property or assets of the Company and is not
discharged within thirty (30) Days of being levied and the Board is of
the reasonable opinion that such an event will be materially
prejudicial to the interests of the Board;
(h) if a judgement or order is made against the Company and is not
discharged within sixty (60) Days or if legal proceedings suits or
actions of any kind whatsoever (whether criminal or civil) shall be
instituted against the parent of the Company and the Board is in that
case of the reasonable opinion that the said legal proceedings suits
or actions will materially affect the Company's ability to perform and
observe its obligations under this Agreement;
(i) if the Company becomes insolvent or is unable or deemed unable to pay
its debts or admits in writing its inability to pay its debts, as they
mature, or enters into composition, compromise or arrangement with its
creditors or makes a general assignment for the benefit of its
creditors and the Board is of the opinion that any such event will be
materially prejudicial to the interests of the Board;
(j) a winding-up petition is presented by or against the guarantor of any
Guarantee or analogous proceedings shall be taken by or against it and
is not discharged within thirty (30) Days after being presented;
(k) if the Company ceases or threatens to cease to carry on its business
and the Board is of the opinion that it will materially affect the
ability of the Company to perform and observe its obligations under
this Agreement;
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(l) if any licence, consent or approval of any authority at any time
necessary to enable the Company to comply with and perform its
obligations under this Agreement to a material extent shall be
revoked, withheld or materially modified or shall otherwise not be
granted or fail to remain in full force and effect;
(m) if any of the consents, authorities, approvals, waivers or resolutions
referred to in Clause 3 shall be modified in a manner unacceptable to
the Board or shall be wholly or partly revoked, withdrawn, suspended
or terminated or shall expire and not be renewed or shall otherwise
fail to remain in full force and its effect and such circumstances are
considered by the Board to be material;
(n) if without the prior written consent of the Board there is any change
in the shareholding of the Company which will result in STPL holding
less than 51% of the share capital of the Company or if there is any
change in the shareholding of its parent;
(o) if a situation shall have arisen, which shall make it improbable that
the Company will be able to perform its obligations under this
Agreement;
(p) if the Board determines in its absolute discretion that its interests
under the Guarantee is or are in jeopardy or that a situation shall
have arisen which shall make it improbable that STPL will be able to
perform its obligation under the Guarantee;
then and in any of such event, the Board may, by notice in writing to the
Company declare that an Event of Default has occurred and such declaration shall
be deemed to take effect from the date of such an Event of Default.
15.2 Upon the declaration by the Board that an Event of Default has occurred:-
(a) the whole of the principal sum drawndown and owing under the Term
Loan, interest thereon and all other sums agreed to be paid under this
Agreement shall immediately become due and payable without any demand
or notice of any kind by the Board to the Company; and
(b) it shall be lawful for the Board to exercise all or any rights, powers
or remedies under this Agreement, the Guarantee given to the Board or
any one or more of them.
15.3 In the event of an occurrence of an Event of Default before the Term Loan
shall have been fully drawn or utilised hereunder, the Board's obligations
hereunder shall automatically and forthwith cease.
15.4 After the declaration by the Board that an Event of Default has occurred,
all moneys received or recovered by the Board (whether such moneys shall have
been received or recovered as a result of or arising from its exercise of all or
any rights, powers or remedies under this
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Agreement, the Guarantee or any one or more of them or by way of a set-off or
otherwise) shall be held by it and shall be applied as follows:-
(a) Firstly, in or towards payment of all costs charges and expenses, if
any, incurred in enforcing this Agreement, the Guarantee or any one or
more of them;
(b) Secondly, in or towards payment to the Board of all moneys and
liabilities for the time being due, owing or outstanding under this
Agreement and where such moneys and liabilities are of a contingent
nature, in or towards making full and adequate provisions for payment
of such moneys and liabilities as and when they become due and
payable; and
(c) Thirdly, any surplus shall be paid to the Company.
16. NOTICES
16.1 Except as otherwise expressly provided herein, any notice, request, demand
or other communication to be given or served hereunder by one of the parties
hereto to or on the other or others may be delivered at or sent by prepaid
registered post or by facsimile to the address or addresses herein specified of
the other party or parties and shall be deemed to be duly served:
(a) if it is delivered, at the time of delivery,
(b) if it is sent by prepaid registered post, one (1) Day after posting
thereof, or
(c) if it is sent by facsimile, immediately after transmission thereof, if
the date of transmission is a Business Day, and if such a date is not
a Business Day, then the notice by facsimile shall be deemed to be
served on the immediately next Business Day.
Except as otherwise expressly provided herein, all notices, requests, demands or
other communications which are required by this Agreement to be in writing may
be made by facsimile.
16.2 For the purpose of this Clause 16 each of the parties hereto shall from
time to time notify the other party in writing of an address in Singapore where
such notice, request, demand or other communication as aforesaid can be given or
served and such notification shall be effective only when it is actually
received. In the absence of such notification, the notice, request, demand or
other communication aforesaid may be given or served at the addresses of the
respective parties as stated above.
17. WAIVER NOT TO PREJUDICE RIGHT OF BOARD
The Board may from time to time and at any time waive either
unconditionally or on such terms and conditions as it may deem fit any breach by
the Company of any of the
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undertakings stipulations terms and conditions herein contained and any
modification thereof but without prejudice to its powers rights and remedies for
enforcement thereof, provided always that:-
(a) no neglect or forbearance of the Board to require and enforce payment
of any moneys hereunder or the performance and observance of any
undertaking stipulation term or condition herein contained, nor any
time which may be given to the Company shall in any way prejudice or
affect any of the rights powers or remedies of the Board at any time
afterwards to act strictly in accordance with the provisions hereof;
(b) no such waiver of any such breach as aforesaid shall prejudice the
rights of the Board in respect of any other or subsequent breach of
any of the undertakings stipulations terms or conditions aforesaid.
18. INDULGENCE OF THE BOARD
The liability of the Company hereunder shall not be impaired or discharged
by reason of any time or other indulgence being granted by or with the consent
of the Board to any person who or which may be in any way liable to pay any of
the moneys secured hereby by any other security in favour of the Board or by
reason of any arrangement being entered into or composition accepted by the
Board which has the affect of modifying the operation of law or otherwise its
rights and remedies under the provisions of this Agreement did not form or is
part of this Agreement.
19. SEVERABILITY
In case any provision in this Agreement shall be, or at any time shall
become invalid, illegal or unenforceable in any respect under any law, such
invalidity, illegality or unenforceability shall not in any way affect or impair
the other provisions of this Agreement but this Agreement shall be construed as
if such invalid or illegal or unenforceable provision contained herein or
therein did not form a part of this Agreement.
20. GOVERNING LAW
This Agreement shall be governed by and construed in all respects in
accordance with the laws of the Republic of Singapore.
21. MISCELLANEOUS
21.1 All legal and other professional fees, out-of-pocket expenses, charges and
expenses of and in connection with this Agreement shall be paid by the Company.
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21.2 The Company shall further pay all legal fees as between solicitor and
client and other costs and disbursements incurred in connection with or
demanding and enforcing payment of moneys due under this Agreement and each
Guarantee and otherwise howsoever in enforcing the performance of any other
undertakings stipulations terms conditions or provisions of hereof and thereof.
21.3 A certificate signed by a duly authorised officer for the time being of the
Board as to the amount of moneys and liabilities for the time being due to the
Board or incurred by the Board under this Agreement and Guarantee shall be
conclusive and binding on the Company, save for any computation or clerical
error.
21.4 This Agreement shall be binding upon the successor of the Company and shall
entire to the benefit of the Board and its successors and assigns.
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IN WITNESS WHEREOF the parties hereto have hereunto affixed their
respective common seals.
The Common Seal of CHARTERED SEMICONDUCTOR MANUFACTURING PTE LTD was hereunto
affixed in the presence of:-
/s/ XX XXXXX
------------------------
Chairman
/s/ XXX XXXX SEONG
------------------------ [SEAL]
Director
The Common Seal of the ECONOMIC DEVELOPMENT BOARD was hereunto affixed in the
presence of:-
[Signature Illegible]
------------------------
Chairman
[Signature Illegible]
------------------------ [SEAL]
Secretary
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APPENDIX I
ECONOMIC DEVELOPMENT BOARD
000 Xxxxx Xxxxxx Xxxx
#00-00 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxx 0617
Dear Sirs,
NOTICE OF DRAWING
TERM LOAN OF S$100 MILLION
Pursuant to Clause 5 of the EDB Loan Agreement dated _____________________ 1995
in respect of the above Term Loan we hereby give you notice for a Drawing of
Singapore Dollars (S$ ___________ ) on ___________________ 19 .
We confirm--
(i) that the conditions precedent under Clause 3 of the EDB Loan
Agreement have been complied with in every respect;
(ii) that save as otherwise disclosed to the Board, each of the
representations and warranties contained in Clause 12 of the
EDB Loan Agreement are true and accurate in all respects as
though made on the date of this Notice with reference to
facts and circumstances presently subsisting and will be
true and accurate in all respects on the date of the
intended Drawing as though made on the date of the intended
Drawing with reference to facts and circumstances then
subsisting; and
(iii) that as at the date hereof no Event of Default has occurred
and no event has occurred which, with the giving of notice
and/or the lapse of time and/or upon you making any
necessary determination under Clause 15 of the EDB Loan
Agreement, might constitute an Event of Default, and we
undertake that no Event of Default and none of the events
aforesaid will exist at the date of the intended Drawing.
In addition to the above documents kindly let us know if you require copies of
any opinion approval or other documents.
Dated this ____________ day of __________________ 19
Yours faithfully
CHARTERED SEMICONDUCTOR MANUFACTURING PTE LTD
Director/Authorised Signatory
