1
EXHIBIT 10.39
PRIVATE LOT A12787(d)
DATED THIS 24th DAY OF September 0000
XXXXXXX
XXXXXXXXX TECHNOLOGIES PTE LTD
.. OF THE ONE PART
AND
CHARTERED SILICON PARTNERS PTE LTD
.. OF THE OTHER PART
**********************************************************
AGREEMENT FOR SUB-LICENCE AND SUB-LEASE
(PRIVATE LOT A12787(d))
**********************************************************
2
THIS AGREEMENT is made the 24th day of September 1999 between:-
(1) SINGAPORE TECHNOLOGIES PTE LTD, a company incorporated in Singapore and
having its registered office at 00 Xxxxxxx Xxxx #00-00, Xxxxxxxxx 000000
(hereinafter called "ST" which expression shall include its
successors-in-title); and
(2) CHARTERED SILICON PARTNERS PTE LTD, a company incorporated in Singapore
and having its registered office at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X
Xxxxxx 0, Xxxxxxxxx 000000 (hereinafter called "CSP" which expression
shall include its successors-in-title and permitted assigns).
WHEREAS:-
(A) ST has entered into a Building Agreement (hereinafter called "the
Building Agreement" which expression shall include all variations
thereof and supplements thereto) dated the 24th day of September
1999 with Jurong Town Corporation (hereinafter called "JTC" which
expression shall include its successors-in-title and assigns) in respect
of the land more particularly described in the First Schedule hereto
(hereinafter called "the Property") for the construction of factory
buildings and other structures therein and for the installation of
equipment fixtures and fittings thereof for the purpose of wafer
fabrication plant operations in accordance with the terms and conditions
contained in the Building Agreement.
(B) Under the terms of the Building Agreement, JTC has agreed to:-
(a) grant a licence to ST to enter upon the Property for a period of
three (3) years commencing from the 1st day of July 1997; and
(b) lease the Property to ST for a term of thirty (30) years
(hereinafter called "the Head Lease") commencing from the 1st day
of July 1997 upon compliance with the conditions set out in Clause
4 of the Building Agreement,
on the terms and conditions set out therein.
(C) With the consent of JTC, ST has agreed:-
(a) to grant a sub-licence to CSP for a period of three (3) years
(less one (1) day) commencing from the Commencement Date; and
(b) that upon the completion of the Development and subject to
compliance with the conditions set out in this Agreement, ST shall
grant to CSP a sub-lease of the Property for a term of thirty (30)
years less one (1) day commencing from the 1st day of July 1997,
on the terms and conditions hereinafter set out.
NOW IT IS HEREBY AGREED as follows:-
1. In this Agreement, the following expressions shall have the following
meanings:-
"Commencement Date" means the 1st day of July 1997;
"Development" means the construction on the Property of factory
buildings and other structures therein and the installation thereon of
equipment fixtures and fittings thereof for the purpose of wafer
fabrication plant operations in accordance with the terms and conditions
contained in the Building Agreement;
-1-
3
"Private Xxx X00000" means all that piece of land known as Xxxxxxx Xxx
X00000 forming part of the Government Survey Lots 937 and 1949 and part
of Xxxxxxxxx Xxxx (xxx), Xxxxx Xx. 00, Xxxxxxxxx and situated in the
Republic of Singapore as shown on the plan annexed to the building
agreement relating thereto made between JTC and ST and estimated to
contain an area of 52,525 square metres more or less subject to survey.
"Private Xxx X00000(x)" means all that piece of land known as Private
Lot A12787(a) forming part of the Government Survey Xxxx 0000X, Xxxxx
Xx. 00, Xxxxxxxxx and situated in the Republic of Singapore as shown on
the plan annexed to the building agreement relating thereto made between
JTC and ST and estimated to contain an area of 29,824 square metres more
or less subject to survey.
"Private Lot A12878(b)" means all that piece of land known as Xxxxxxx
Xxx X00000(x) forming part of the Government Survey Xxx 0000X, Xxxxx Xx.
00, Xxxxxxxxx and situated in the Republic of Singapore as shown on the
plan annexed to the building agreement relating thereto made between JTC
and ST and estimated to contain an area of 7,015 square metres more or
less subject to survey.
"Private Xxx X00000(x)" means all that piece of land known as Private
Lot A12787(d) forming part of the Government Survey Xxxx 000X xxx 0000X,
Xxxxx Xx. 00, Xxxxxxxxx and situated in the Republic of Singapore as
shown on the plan annexed to the building agreement relating thereto
made between JTC and ST and estimated to contain an area of 47,640
square metres more or less subject to survey.
"Sub-Licence Period" means the period of three (3) years less one (1)
day commencing from and including the Commencement Date.
2. For the Sub-Licence Period or for such further period as may be extended
by ST, CSP shall have the licence and authority to enter upon the
Property for the carrying-out of the works relating to the Development
in accordance with the stipulations hereinafter contained and as
contained in the Building Agreement and for no other purpose.
3. CSP hereby agrees to perform and observe the following stipulations:-
(i) To hold the Property until the same shall be comprised in a
sub-lease to be granted as hereinafter provided as licensee upon
the same terms as the form of the sub-lease set forth in the
Second Schedule hereto at the same rent and subject to the same
covenants and stipulations so far as applicable as if a sub-lease
thereto has been actually granted and so that ST shall have all
the remedies by whatsoever means for rent in arrears that are
incidental to the relationship of landlord and tenant but so that
nothing herein contained shall be construed as creating a legal
demise or any greater interest in the licence than a tenancy at
will;
(ii) To pay in advance as from the Commencement Date a licence fee,
calculated at the same rate and on the dates specified as for the
rent reserved in the sub-lease of the Property in the Second
Schedule hereto as if such sub-lease has actually been granted;
(iii) To pay on JTC's behalf to the Comptroller of Property Tax an
amount equivalent to the sum payable by JTC as property tax in
respect of the Property improvements and structures thereon during
the Sub-Licence Period or of such extended period (if any)
permitted under Clause 4(c) hereof by way of additional licence
fee or for the period prior to the issue of the sub-lease to be
granted under Clause 6 herein;
(iv) To pay interest at the rate of 8.5% per annum or such higher rate
as may be determined from time to time by ST in respect of any
outstanding amount payable
-2-
4
by CSP under this Agreement from the date such amount becomes
due until payment in full is received by ST.
(v) To pay to ST all survey fees and other charges including those
payable to and claimed by the relevant Government Planning
Authorities for the survey of the Property for the purpose of
sub-division of the land of which the Property forms part and
for the preparation and issue of a Certificate of Title
PROVIDED THAT JTC shall have the right to employ its own
surveyor to carry out the said survey in which event CSP shall
bear all costs incurred.
(vi) At the cost and expense of CSP:-
(a) to engage a professional engineer to carry out soil
investigations to advise on the soil conditions and to
design structurally sound buildings proposed to be erected
taking into consideration the condition of the Property;
and
(b) to execute such work as may be required to be done in
respect of the state and condition of the Property
(especially its ground levels, topography and soil
conditions) which state and condition CSP shall be deemed
to have full knowledge.
(vii) Without prejudice to sub-Clause (vi) above to submit within
three (3) months from the Commencement Date to ST for its and
JTC's approval and then to the relevant Government Planning and
Building Authorities full and complete plans elevations and
specifications of the buildings proposed to be erected on the
Property in accordance in every way with the requirements under
the Planning Act, Building Control Act, Fire Safety Act, Water
Pollution Control and Drainage Act and any other relevant
statutory provisions PROVIDED THAT ST or JTC may give or refuse
their approval at their absolute discretion.
(viii) At its own cost to commence erection on the Property either
within six (6) months from the Commencement Date or within one
(1) month from the date of approval of the plans by the
relevant Government Building Authorities, whichever is the
earlier, and in a substantial and xxxxxxx-like manner with the
best materials of their available kinds and in conformity in
every respect with the plans, elevations, sections and
specifications approved by ST and JTC and the relevant
Government Building Authorities to finish the Development so as
to be completely fit for immediate occupation and operation
within the Sub-Licence Period PROVIDED ALWAYS THAT in the
planning, erection, construction and completion of the said
buildings to develop an average gross plot ratio on Xxxxxxx Xxx
X00000, Xxxxxxx Xxx X00000(x), Xxxxxxx Xxx X00000(x), Xxxxxxx
Xxx X00000(x) and any other land occupied by ST (or its
licensees or tenants) within Woodlands Industrial Park D,
together of not less than 0.6 but not more than 1.4 and in the
event that the aforesaid average gross plot ratio exceeds 1.4
CSP shall be responsible for such proportion (as may be
mutually agreed upon between ST and CSP) of the development
charges/differential land premium and other charges payable in
consequence thereof AND PROVIDED FURTHER THAT CSP shall not
install or use any electrical installation, machine or
apparatus that may cause or causes heavy power surge, high
frequency voltage and current, air borne noise, vibration or
any electrical or mechanical interference or disturbance
whatsoever which may prevent or prevents in any way the service
or use of any communication system or affects the operation of
other equipment, installations, machinery, apparatus or plants
of other licensees.
(ix) At its own cost to take such steps and execute such works upon
the Property as may be necessary for the protection of shores
and embankments if any and for the prevention of earth-slip
erosion of soil and failure of slopes expeditiously in a
xxxxxxx-like manner and to the satisfaction of ST and JTC and
other relevant
-3-
5
governmental and statutory authorities.
(x) If CSP shall fail to complete the Development and to commence
operations within the period specified in Clause 3(viii) or
within any extended period under Clause 4(c) hereof CSP shall
pay to ST a sum calculated at the rate of $200.00 per day as
liquidated damages for the period during which the said
buildings to be comprised in the Development shall so remain or
have remained incomplete Provided that such payment shall not
prejudice any other right or remedy ST may have against CSP
including its rights of re-entry under Clause 4(b) and 4(d)
herein.
(xi) To remove and replace any materials brought on the Property or
used for the Development or any part thereof which ST or JTC
shall require to be removed as being inferior or unfit and to
make good any workmanship which ST or JTC shall consider
imperfect and if CSP fails to remedy such defects ST or JTC may
enter upon the Property and remedy such defects at the expense
of CSP after expiry of fourteen (14) days' notice being given
to CSP to do so.
(xii) Not to erect or build or permit or suffer to be erected or
built any building, structure or installation other than those
conforming with the plans elevations sections and
specifications approved by ST and JTC and the relevant
Government Building Authorities nor to make any alterations in
the external elevation of any of the said buildings to be
comprised in the Development when erected without the prior
consent in writing of ST and JTC.
(xiii) In the erection and completion of the Development to do all
acts and things required by and to perform the works in
conformity in all respects with the provisions of any laws or
regulations made thereunder and to pay and keep ST and JTC
indemnified against all claims and other payments whatsoever
which during the progress of the works may become payable in
respect of the said works or of anything done under the
authority herein contained and from time to time to discharge
and pay all claims, assessments and outgoings now or at any
tine hereafter be chargeable against JTC or ST under any law or
otherwise in regard to the Property, the said buildings or any
structures or installations thereon.
(xiv) Not to do or permit or suffer to be done in or upon the
Property or any part thereof anything which in the opinion of
ST or JTC may be or become a nuisance or annoyance or cause
damage or inconvenience to ST or to JTC or to the licensees or
occupiers of any adjoining or neighbouring premises or whereby
any insurance for the time being effected on the Property under
sub-Clause (xix) herein may be rendered void or voidable or be
in any way affected.
(xv) Not to sell or dispose of any earth, clay, gravel or sand from
the Property or permit or suffer any of the same to be removed
except so far as shall be necessary for the execution of the
said works PROVIDED nevertheless that CSP may use for the
purpose of the said works any of the approved materials if so
required.
(xvi) Not without the prior consent in writing of ST and JTC to
remove or permit or suffer to be removed until after completion
of the buildings comprised in the Development in accordance
with the provisions herein contained any building materials
(other than inferior or unfit materials removed for the purpose
of being replaced by proper materials) or plant which shall be
brought upon the Property for the purpose of the Development.
(xvii) Not without the prior consent in writing of ST and JTC to affix
or exhibit or erect or paint or permit or suffer to be affixed
or exhibited or erected or painted on or upon any part of the
exterior of the Property or of the external walls or rails or
fences thereof any nameplate, signboard, placard, poster or
other advertisement or
-4-
6
hoarding.
(xviii) Not at any time to deposit or make up or manufacture or permit
or suffer to be deposited made up or manufactured upon the
Property any building or other materials except such as shall
be actually required for the buildings to be erected on the
Property in accordance with this Agreement and the Building
Agreement and as soon as the buildings hereinbefore agreed to
be erected shall be completed at its own expense to remove from
the road or footpath adjoining the Property or the ground
intended to be used for such road or footpath all building and
other materials and waste whatsoever.
(xix) As soon as any of the said buildings comprised in the
Development shall have reached a height of five (5) feet above
ground level to insure the same to the full value thereof in
the joint names of ST, JTC and CSP against loss or damage by
fire in some insurance office approved by JTC and ST and shall
increase such insurance proportionately as the said buildings
approach completion and to keep the same so insured until a
sub-lease shall be granted as hereinafter provided and to pay
all premiums thereof at least seven (7) days before the expiry
date of such insurance policy and to produce to ST or JTC (if
so directed by ST) or their respective agents without demand
the policy or policies of such insurance and the receipt for
each such payment and in the event the said buildings or any
part thereof are destroyed or damaged by fire then to forthwith
give to ST and JTC written notice of such destruction or damage
and to forthwith cause all monies received by virtue of any
such insurance to be forthwith laid out in rebuilding and
reinstating the buildings to the satisfaction of ST and JTC and
to make up any deficiency thereof out of its own monies, but
the rebuilding and reinstatement shall in any event commence
and be completed within the period specified by ST and JTC
PROVIDED ALWAYS THAT if CSP shall at any time fail to keep the
Property insured as aforesaid ST or JTC may without being under
any obligation to do so do all things necessary to effect or
maintain such insurance and any monies expended by either ST or
JTC for that purpose shall be repayable by CSP on demand and be
recovered forthwith from CSP as a debt PROVIDED FURTHER THAT
notwithstanding the covenant contained in this Clause 3(xix),
CSP may exercise the option not to rebuild or reinstate the
buildings subject to the following conditions:-
(a) without prejudice to Clause 4(b), CSP shall give ST three
(3) months' and one (1) day's prior notice in writing to
prematurely terminate this Agreement; and
(b) CSP shall forthwith pay or cause to be paid to ST or if ST
so directs to JTC all monies received by virtue of such
insurance.
(xx) Not to sell, assign, create a trust or agency, let, subset or
underlet, charge, grant a licence or part with or share or in
any way dispose of its interest under this Agreement, or the
possession or occupation of the Property, or any part thereof
or otherwise in any way dispose of the Property or any part
thereof EXCEPT THAT, subject to ST's and JTC's prior written
consent (the consent of ST not to be unreasonably withheld),
CSP may mortgage or charge its interest under this Agreement by
way of assignment or debenture (as the case may be) to secure
the repayment of such sum or sums as CSP may require for the
purpose of erecting or completing the building or other
structure to be built on the Property in accordance with the
provisions of this Agreement and the Building Agreement
PROVIDED THAT CSP shall thereafter continue to be liable for
the observance and performance of the several stipulations
herein contained until the grant of the sub-lease as
hereinafter provided.
-5-
7
(xxi) Not to permit or suffer any person to occupy reside or make use
of any building erected on the Property before a final or a
temporary Certificate of Fitness for Occupation has been issued
by or except with the permission of the relevant Governmental
and statutory authorities.
(xxii) To make reasonable provision against and be responsible for all
loss, injury and damage to any person (including loss of life)
or property including that of ST and JTC for which CSP may be
held liable arising out of or in connection with the occupation
and use of the Property and the structures erected thereon and
to indemnify ST and JTC against all proceedings, claims, costs
and expenses which ST or JTC may incur or for which ST or JTC
may be held liable as a result of any act, neglect or default
of CSP its servants, contractors, sub-contractors, or agents or
their respective servants.
(xxiii) To make good and sufficient provision for the safe and
efficient disposal of all waste including but not limited to
pollutants generated at the Property to the requirements and
satisfaction of ST and JTC and other relevant governmental and
statutory authorities PROVIDED THAT in the event of any default
by CSP under this covenant ST or JTC may carry out such
remedial measures as they think necessary and all costs and
expenses incurred thereby shall be recoverable forthwith from
CSP as a debt.
(xxiv) To construct an internal drainage system to the satisfaction of
ST and JTC to ensure that all surface water collected is
discharged into the public drains and will not flow into
adjoining properties.
(xxv) To construct and complete a permanent culvert within nine (9)
months from the Commencement Date or any extension thereof as
may be approved by ST and JTC and in connection thereof to
submit plans to and to obtain the prior approval in writing of
ST and JTC for the construction of a temporary crossing.
(xxvi) Within one (1) month of the completion of the permanent culvert
mentioned in sub-Clause (xxv) above to remove the temporary
crossing and to reinstate any roads, roadside xxxxx, drains,
turfing or the like damaged by CSP, its servants, contractors,
sub-contractors, or agents or their respective servants to the
satisfaction of ST and JTC and the relevant Governmental and
statutory authorities.
(xxvii) Within one (1) month of the completion of the construction of
the said buildings and related civil works to reinstate any
damage caused to the roads, roadside xxxxx, drains, turfing and
the said permanent culvert by CSP its servants contractors or
agents or their respective agents to the satisfaction of ST and
JTC and the relevant Governmental and statutory authorities.
(xxviii) To place with ST or JTC (if directed by ST) a deposit of
$5,000.00 which shall be forfeited in the event of any breach
of any of the provisions in sub-Clauses (xxv), (xxvi) and
(xxvii) herein without prejudice to the rights and remedies of
ST and JTC contained in this Agreement, the Building Agreement,
the Head Lease and the sub-lease.
(xxix) At its own cost to plant and maintain trees and landscape the
Property in accordance with all the requirements of the Parks
and Recreation Department, Ministry of National Development and
other relevant Governmental and statutory authorities.
(xxx) At its own cost to execute such work as may be necessary to
divert existing utility services such as pipes, cables and the
like (if any) to the requirements and
-6-
8
satisfaction of ST and JTC and other relevant Governmental and
statutory authorities.
(xxxi) If CSP shall at any time be found to have encroached upon any
area beyond the allocated boundaries of the Property, CSP shall
at its own cost and expense, but without prejudice to any other
right or remedy ST or JTC may have against CSP, immediately or
within the time specified (if any) by ST or JTC rectify and
remove the encroachment to the satisfaction of ST and JTC and
pay to ST or JTC (if so directed by ST) such compensation as
may be specified by ST or JTC. If, however, ST or JTC in their
absolute discretion permit CSP to regularise and retain the
encroached area or any part thereof upon such terms and
conditions as may be stipulated by ST or JTC and any other
relevant Governmental and statutory authorities, CSP shall pay
licence fee on the encroached area with retrospective effect
from the date specified by ST, and CSP shall also pay all
survey fees, amalgamation fees, legal fees (including solicitor
and client costs and expense), and all other costs and charges
relating thereto.
(xxxii) If any damage of whatsoever nature or description shall at any
time occur or be caused to the Property or any building or
structure or installation thereon, or any part thereof, to
forthwith give to ST and JTC written notice of the damage and
to remedy the damage to the satisfaction of ST and JTC within
such time as ST or JTC may specify, all at the cost of CSP.
(xxxiii) CSP accepts the Property in its existing state and condition
and further accepts and confirms that ST has made no
representation nor given any assurance as to the present or
future suitability of the Property or its surrounding or
adjacent lands in relation to CSP's use, operations or
occupation at the Property.
(xxxiv) To ensure that the buildings, boundary walls and landscaping
works fronting Woodlands Road are aesthetically designed to the
satisfaction of ST and JTC.
(xxxv) To observe the requirement of a 50-metre health and safety
buffer for the proposed wafer fabrication activity, which
buffer shall not extend beyond the boundary of the Property.
(xxxvi) Subject to Clause 3(xiii) hereinbefore appearing, to ensure
that the maximum height of any boundary wall or fence
(including the anti-climb) erected by CSP shall not exceed two
(2) metres PROVIDED THAT boundary walls or fences (if any)
shall be erected behind baphia or other xxxxxx planted on the
Property.
(xxxvii) At CSP's own cost, at all times, to comply with and observe the
maximum height restriction of 55.0 metres above Mean Sea Level
and any other height restriction(s) on buildings and structures
at the said land as imposed by any governmental or statutory
authority and to ensure that any height restriction plan(s)
which may be furnished to CSP shall at all times be held in
strict confidence and shall not be shown, revealed or copied to
or by any person, contractor, sub-contractor, watchman,
employee, agent, representative or any other person except with
the prior written consent of ST and JTC.
(xxxviii) Not to keep or allow to be kept any livestock or other animals
at the Property or any part thereof.
(xxxix) To comply with the Land Transport Authority's Road
Interpretation Plan in respect of the road widening line.
(xl) The licence fees and other taxable sums payable by CSP under or
in connection with the sublicence herein shall be exclusive of
the goods and services tax
-7-
9
(hereinafter called "tax") chargeable by any government,
statutory or tax authority calculated by reference to the
amount of the licence fees and any other taxable sums received
or receivable by ST from CSP and which tax is payable by CSP.
CSP shall pay the tax and ST acting as the collecting agent for
the government, statutory or tax authority shall collect the
tax from CSP together with the licence fees hereinbefore
reserved without any deduction and in advance without demand on
the first day of each of the months of January, April, July and
October, and in the manner and within the period prescribed in
accordance with the applicable laws and regulations.
(xli) Without prejudice to the generality of Clauses 3(xiii) and
3(xiv) hereinbefore appearing, CSP shall not place, construct
or erect or permit the placing, construction or erection of any
building, structure or equipment whatsoever on the buffers
within the boundary of the Property as shown on the plan
annexed to the Building Agreement and shall comply with the
requirements of the relevant governmental and statutory
authorities including the Urban Redevelopment Authority and the
Building Control Division of the Ministry of National
Development.
(xlii) (a) CSP shall observe and be bound by the provisions in the
Building Agreement and the Head Lease and perform all the
covenants and conditions on the part of the lessee
contained in the Head Lease insofar as they relate to the
Development and/or the Property;
(b) CSP shall not do omit suffer or permit in relation to the
Development and/or the Property any act or thing which
would or might cause ST to be in breach of the Building
Agreement and the Head Lease or which if done omitted or
suffered or permitted by ST would or might constitute a
breach of the covenants on the part of the lessee and the
conditions contained in the Building Agreement and the
Head Lease;
(c) CSP shall keep ST indemnified against any actions,
proceedings, claims, damages, costs, expenses, losses or
liability incurred by ST arising from any breach,
non-observance, or non-performance by CSP of the aforesaid
provisions, covenants and conditions in the Building
Agreement and the Head Lease.
(xliii) To pay all costs disbursements fees and charges legal or
otherwise including stamp and registration fees in connection
with the preparation stamping and issue of this Agreement and
the sub-lease herein agreed to be granted and any prior
accompanying or future documents or deeds supplementary
collateral or in any way relating to this Agreement and the
sub-lease.
(xliv) To pay all costs and fees legal or otherwise, including ST's
costs as between solicitor and client, in connection with the
enforcement of the covenants and conditions of this Agreement
and the sub-lease as well as JTC's costs if any action or
omission of CSP under this Agreement causes JTC to take action
to enforce the covenants and conditions of the Building
Agreement and the lease to be granted pursuant thereto.
(xlv) To confine vehicular access to and from the Property as
indicated by the Land Transport Authority.
4. It is hereby mutually agreed that until CSP has performed all its
obligations herein contained ST and JTC shall possess the rights and
powers following:-
(a) The right for ST and JTC and their respective agents with or
without workmen or
-8-
10
others at all reasonable times to enter upon the Property to
view the state and progress of the said buildings and works and
the Development and to inspect and test the materials and
workmanship in connection therewith and for any other reasonable
purpose including the construction and installation of sewers
drains pipes and cables on or leading from any adjoining or
neighbouring land of JTC as may be required by ST or JTC.
(b) Full right and liberty in case any part of the Development
hereby agreed to be erected be not completed and fit for
immediate occupation within the period hereinbefore limited
(time in this respect shall be of the essence of the contract)
and in accordance in every way with the stipulations
hereinbefore contained or in case CSP shall in any other way
fail to perform and observe any of the stipulations on its part
herein contained or if any charging order writ of seizure and
sale or its equivalent made in respect of the Property or any
structure thereon shall be enforced without the written consent
of ST and JTC having first been obtained by CSP or by the person
in whose favour the charging order writ of seizure and sale or
its equivalent shall have been made, ST shall have the right to
re-enter upon and take possession of the Property and all
buildings structures fixtures plant material and effects
whatsoever thereon with power to hold and dispose thereof as if
this Agreement had not been entered into and without making to
CSP any compensation or allowance for the same and this
Agreement shall thereupon determine but without prejudice to any
right of action or other remedy of ST for the recovery of any
licence fee or monies due to it from CSP or in respect of any
breach of this Agreement PROVIDED ALWAYS THAT ST shall, in
addition, also be entitled to claim and to recover from CSP as a
debt, any sum which ST or JTC may incur in connection with the
demolition and removal of any building, structure, fitting,
fixture or thing which ST or JTC may consider necessary to
demolish and remove AND PROVIDED THAT if the Property has been
assigned by way of mortgage with the consent of ST and JTC the
provisions of this Clause shall not take effect until ST or JTC
has served upon the mortgagee notice in writing specifying the
breach and the mortgagee has failed to remedy such breach.
(c) PROVIDED nevertheless that notwithstanding any such default as
aforesaid in completing the said buildings and works ST may in
its discretion give notice in writing to CSP of its intention
not to enforce the stipulations herein contained and may fix any
extended period for the completion of the Development in
substitution for the said period of three (3) years less one (1)
day hereby fixed for such completion and thereupon the
obligations hereunder of CSP to complete the said works and to
accept a sub-lease hereinafter mentioned shall be taken to refer
to such substituted period.
(d) Without prejudice to the generality of Clause 4(b) hereof full
right and liberty of ST in the event that CSP has failed to
either:-
(1) develop the Property to the gross plot ratio specified
in Clause 3(viii), or
(2) fulfil the investment criterion as stipulated in Clause
6 hereof or in the First Sublease Agreement,
with full and absolute discretion to ST to either:-
(i) re-enter upon and take possession of the Property or any
part thereof and all buildings, structures, fixtures,
plant, material and effects whatsoever thereon with
power to hold and dispose thereof as if this Agreement
had not been entered into and without making to CSP any
compensation or allowance for the same and this
Agreement shall thereupon determine but without
prejudice to any right of action or other remedy of ST
or recovery of any licence fee or monies due to ST from
CSP or in respect of any breach of this Agreement, or
-9-
11
(ii) reduce the term of sub-lease in respect of the Property
to such a lesser term that JTC may grant to ST pursuant
to the terms of the Building Agreement (less one (1)
day) in which event CSP shall execute such documents as
ST shall deem necessary and in connection therewith, pay
all costs disbursements fees and charges legal or
otherwise as provided in Clause 3(xliii).
PROVIDED ALWAYS that if the Property has been assigned by way of
mortgage with the consent of ST and JTC, the provisions of this
sub-Clause (d) shall not take effect until ST or JTC had served
upon the mortgagee notice in writing specifying the breach and
the mortgagee has failed to remedy such breach.
5. CSP hereby agrees that if any failure on its part to observe or perform
any of its covenants contained in this Agreement results in the failure
of ST to comply with its obligations under the Building Agreement and
such failure entitles JTC to re-enter upon and take possession of the
Property and JTC exercises such right, then this Agreement shall
forthwith terminate without ST making to CSP any compensation or
allowance for the same and without prejudice to any right of action or
other remedy of ST for the recovery of any licence fee or monies due to
it from CSP or in respect of any breach of this Agreement.
6. If the Development shall have been completed to the satisfaction of ST
and JTC and the relevant Government Building Authorities (to be
evidenced by their certificates in writing to that effect) within the
Sub-Licence Period or of such extended period (if any) as aforesaid and
if CSP shall have performed and observed all the stipulations herein on
its part contained other than such as any have been waived as aforesaid
and if CSP's minimum investment shall have been the sum of $1,000.00 per
square metre of the gross floor area of the buildings on buildings and
civil works, and the sum of $500.00 per square metre on plant and
machinery, within the Sub-Licence Period (due proof thereof to be
produced by CSP to the satisfaction of ST and JTC on or before 31st
December 2000 and if JTC has granted to ST a lease of the Property and
premises together with the Development for the term of thirty (30) years
from the 1st day of July 1997, then ST shall grant and CSP shall accept
and execute a counter part of one good and sufficient sub-lease of the
Property and premises to CSP for the term of thirty (30) years from the
1st day of July 1997 less one (1) day at the rent and in the form
containing the reservation exceptions covenants conditions and
provisions set forth in the Second Schedule hereto with such
modifications as circumstances may render necessary and such other
covenants conditions or stipulations to be performed by CSP governing or
regulating the use of the Property as ST and JTC thinks fit with a view
to preserving, the value thereof or protecting the interests of the
licensees or occupiers of land or premises adjacent to the Property from
any dangerous or obnoxious or otherwise harmful activities which may be
carried out by CSP whether or not such activities are incidental to
CSP's trade PROVIDED THAT until such sub-lease is executed CSP shall be
deemed to be the sub-lessee of the Property as though a sub-lease has
been executed at the same rent and subject to the covenants and
conditions contained in the Second Schedule hereto so far as the same
are applicable.
7. CSP may, at any time during the Sub-Licence Period and any extensions
thereof granted under Clause 4(c) terminate this Agreement or surrender
part of the Property by giving to ST three (3) months' and one (1) day's
prior notice in writing, PROVIDED ALWAYS THAT such termination or
surrender shall be without prejudice to any right or remedy which may
have or will accrue to ST prior to the expiry of the three (3) months'
and one (1) day's notice AND PROVIDED FURTHER THAT CSP shall in addition
to the licence fee (which at the discretion of ST may be apportioned for
the period commencing from the Commencement Date up to the date of
delivery of vacant possession of the Property or part thereof to ST)
survey fees, property tax and other charges specified herein forthwith
pay to ST as liquidated damages a sum made up of firstly an amount
equivalent to three (3) months' licence fee, secondly and amount
equivalent to one (1) additional year's property tax and thirdly an
amount of $500/- being administrative costs or such other sum as may be
determined from time to time by ST and JTC, AND PROVIDED FURTHER THAT
before the delivery of
-10-
12
vacant possession as aforesaid if ST shall so desire CSP shall at the
cost and expense of CSP properly demolish and remove such building,
structure, fixture, fitting or thing as may be stipulated in writing by
ST or JTC as well as properly render the Property or part thereof as the
case may be to its original state and condition and licence fee and
property tax shall continue to be payable until the same has been
completed to the satisfaction of JTC and ST PROVIDED ALSO THAT CSP
shall, without prejudice to Clause 3(viii) and 3(xli), ensure that the
Property and any other remaining land occupied by ST within Woodlands
Industrial Park D comply with the setback requirements and other
planning requirements and do not exceed the average maximum gross plot
ratio of 1.4 after the termination or surrender.
8. ST hereby covenants that:-
(i) it has obtained the written consent of JTC to the sub-licence
and sub-lease herein;
(ii) ST shall pay the rent and all other monies and shall perform the
lessee's covenants and conditions contained in the Head Lease
(save for such covenants as shall be performed by CSP pursuant
to the provisions of Clause 3(xliii) hereof);
(iii) ST shall take all reasonable steps to obtain the consent of JTC
whenever CSP makes any request in connection with the Property
that requires the approval of JTC under this Agreement or the
Building Agreement;
(iv) Upon notice from CSP, ST will take all reasonable steps to
enforce promptly the obligations undertaken by JTC in the Head
Lease.
9. All notices, demands or other communications required or permitted to be
given or made hereunder shall be in writing and delivered personally or
sent by prepaid post with recorded delivery or facsimile addressed to
the intended recipient thereof at its address set out below or at its
last known address or at its facsimile number set out below (or to such
other address or facsimile number as any party may from time to time
duly notify in writing to the other) and marked to the attention of the
person named below in respect of the intended recipient. Any such
notice, demand or communication shall be deemed to have been duly served
(if given or made by facsimile) immediately or (if given or made by
letter) 24 hours after posting and in proving the same it shall be
sufficient to show that the envelope containing the same was duly
addressed, stamped and posted. The initial addresses and facsimile
numbers of the parties for the purposes of this Agreement are:-
ST : SINGAPORE TECHNOLOGIES PTE LTD
00 Xxxxxxx Xxxx #00-00
Xxxxxxxxx 000000
Attention: Director,
Corporate Services
Facsimile No: 836-1198
CSP : CHARTERED SILICON PARTNERS PTE LTD
00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0
Xxxxxxxxx 000000
Attention: Vice President,
Facility Systems
Facsimile No: 360-3812
10. The illegality, invalidity or unenforceability of any provision of this
Agreement under the law of any jurisdiction shall not affect its
legality, validity or enforceability under the law of any other
jurisdiction nor the legality, validity or enforceability of any other
provision.
-11-
13
11. (a) This Agreement shall be construed and governed by the laws of Singapore.
(b) Any dispute arising out of or in connection with this Agreement,
including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by arbitration in Singapore in
accordance with the Arbitration Rules of the Singapore International
Arbitration Centre ("SIAC Rules") for the time being in force which
rules are deemed to be incorporated by reference into this Clause. The
tribunal shall consist of one (1) arbitrator to be appointed by the
Chairman of Singapore International Arbitration Centre and the language
of the arbitration shall be English.
(c) Nothing shall affect the right to serve process in any manner permitted
by law.
THE FIRST SCHEDULE ABOVE REFERRED TO
All that piece of land known as Private Lot A12787(d) forming part of the
Government Survey Xxx 000X xxx 0000X, Xxxxx Xx 00, Xxxxxxxxx and
situated in the Republic of Singapore as shown on the plan annexed to
the Building Agreement and estimated to contain an area of 47,640 square
metres more or less subject to survey.
-12-
14
THE SECOND SCHEDULE ABOVE REFERRED TO
------ -------- ---------
L 1 Ver 1
------ -------- ---------
THE LAND TITLES ACT
-------------------------
-------------------------
(For Official use only)
SUB-LEASE
(A) DESCRIPTION OF LAND
----------------------------------------------------------------------------------------------
CT/SSCT/SCT Mukim Town Lot No. Property Address
Subdivision Whole or part (if part lot, to
state appd new lot/strata
lot)
---------------------
Volume Folio
----------------------------------------------------------------------------------------------
13 Whole
(Private Lot A12787(d)
(the "demised premises")
----------------------------------------------------------------------------------------------
(B) LESSOR:
----------------------------------------------------------------------------------------------
ID/CO REGISTRATION NO. 199004768N
----------------------------------------------------------------------------------------------
NAME: SINGAPORE TECHNOLOGIES PTE LTD (the "Lessor")
----------------------------------------------------------------------------------------------
ADDRESS: 00 Xxxxxxx Xxxx #00-00
(xxxxxx Xxxxxxxxx for
service of Notice) Xxxxxxxxx 000000
----------------------------------------------------------------------------------------------
(the registered proprietor of a leasehold estate for the term of thirty (30)
years commencing from the 1st day of July 1997) HEREBY LEASES the registered
estate or interest of the Lessor in the land above described to:-
(C) LESSEE:
----------------------------------------------------------------------------------------------
ID/CO REGISTRATION NO. 199701972G
----------------------------------------------------------------------------------------------
NAME: CHARTERED SILICON PARTNERS PTE LTD (the "Lessee")
----------------------------------------------------------------------------------------------
PLACE OF INCORPORATION Singapore
----------------------------------------------------------------------------------------------
ADDRESS: 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 2
(within Singapore for
service xx Xxxxxx) Xxxxxxxxx 000000
----------------------------------------------------------------------------------------------
-13-
15
FOR TERM OF LEASE
Term of Lease: Thirty (30) years less one (1) day
Commencement Date: 1st day of July 1997 (hereinafter referred to as "the
Commencement Date")
Consideration: The average fixed investment by the Lessee on
building and civil works exceeding $1,000/- per square
metre of the gross built-up area and on plant and
machinery exceeding $500/- per square metre (hereinafter
referred to as "the fixed investment criteria") and the
average gross plot ratio of not less than 0.6 and not
more than 1.4 for Xxxxxxx Xxxx X00000, X00000(x),
A12787(b) and A12787(d) together.
Annual Rent: As stipulated in Clause 1(a) of the Special Covenants
and Conditions hereinafter appearing.
Easement &
Reservation: TOGETHER WITH the benefit of the rights granted to the
Lessor and SUBJECT TO the rights reserved to Jurong Town
Corporation ("JTC") mentioned in the Lease dated the [ ]
day of [ ] made between JTC and the Lessor (the
"Head Lease" which expression shall include the
provisions of the Memorandum of Lease filed in the
Registry of Titles as No. ML I/30809F and the First
Variation of Memorandum of Lease VML I/076384J as well
as all variations thereof and supplementals thereto).
SUBJECT TO:-
(D) PRIOR ENCUMBRANCES (TO STATE 'NIL' IF THERE ARE NONE):
--------------------------------------------------------------------------------
Nil
--------------------------------------------------------------------------------
AND the following:-
(E) COVENANTS AND CONDITIONS
The Lessee hereby covenants to perform and observe the covenants,
conditions and powers implied by law in instruments of lease (or to such
of them as are not hereinafter expressly negative or modified);
(F) SPECIAL COVENANTS AND CONDITIONS
1. The Lessee hereby covenants as follows:-
(a) To pay from the 1st day of July 1997 the yearly rent of
Dollars One Million Nineteen Thousand and Nineteen and
Cents Sixty only ($1,019,019.60) to be paid by equal
quarterly instalments on the 1st day of each of the
months of January, April, July and October in every year
of the said term without any deduction and in advance
without demand at the office of the Lessor or at such
other office as the Lessor may designate calculated at
the rate of $21.39 per square metre per annum
(hereinafter referred to as "the Initial Rent") of the
demised premises having an area of 47,640 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
-14-
16
survey area and the final survey area, with
retrospective effect from the commencement of the said
term of the Sub-Lease herein), which the rate shall be
subject to revision on the 1st day of July 1998 at the
rate based on the market rent on the date of such
revision determined in the manner following but so that
the increase shall not exceed 7.6% of the Initial Rent.
The yearly rent so revised on the 1st day of July 1998
shall be subject to revision on the 1st day of July of
every year thereafter at the rate based on the market
rent on the respective dates determined in the manner
following but so that the increase shall not exceed 7.6%
of the annual rent for each immediately preceding year.
The market rent in this context shall mean the rent per
square metre per annum of the demised premises excluding
the buildings and other structures erected thereon and
shall be determined by the Lessor and JTC on or about
the dates mentioned (and payable retrospectively with
effect from the dates mentioned if determined after the
dates mentioned) and the decision of the Lessor and JTC
shall be final.
(b) (i) To observe and be bound by the provisions in the
Head Lease and perform all the covenants and
conditions on the part of the tenant contained
in the Head Lease insofar as they relate to the
Property;
(ii) Not to do omit suffer or permit in relation to
the Property any act or thing which would or
might cause the Lessor to be in breach of the
Head Lease or which if done omitted or suffered
or permitted by the Lessor would or might
constitute a breach of the covenants on the part
of the tenant and the conditions contained in
the Head Lease; and
(iii) To keep the Lessor indemnified against any
actions, proceedings, claims, damages, costs,
expenses, losses or liability incurred by the
Lessor arising from any breach, non-observance,
or non-performance by the Lessee of the
aforesaid covenants and conditions in the Head
Lease.
(c) To pay the rents hereinbefore reserved on the days and
in the manner set out above, without any deductions,
set-off or counterclaim.
(d) As often as any building or structure on the demised
premises or any part thereof shall be destroyed or
damaged as aforesaid forthwith to give to the Lessor
written notice of such destruction or damage and
forthwith to cause all monies received by virtue of such
insurance to be laid out in rebuilding and reinstating
the same to the satisfaction of the Lessor and JTC and
in accordance with the plans and specifications approved
by the Lessor and JTC and in accordance with the laws,
bye-laws regulations and planning schemes of every
relevant governmental and statutory authority prevailing
at the time, and in case the monies so received shall be
insufficient for that purpose then to make up the
deficiency out of its own monies PROVIDED THAT the
rebuilding and reinstatement shall in any event commence
and be completed within the period specified by the
Lessor and JTC PROVIDED FURTHER THAT notwithstanding the
covenant contained in this Clause, the Lessee may
exercise the option not to rebuild or reinstate the
buildings subject to the following conditions:
(i) the Lessee shall give to the Lessor three (3)
months' and one (1) day's notice in writing to
prematurely terminate the term of the Sub-Lease
herein created but without prejudice to and any
right or remedy which may have or will accrue to
the Lessor prior to the expiry of the three (3)
months' and one (1) day's notice under the terms
and conditions of the Sub-Lease herein; and
(ii) the Lessee shall forthwith pay or cause to be
paid to the Lessor or to JTC if so directed by
the Lessor, all monies received by virtue of
such insurance.
(e) The rent and other taxable sums payable by the Lessee
under or in connection with the lease herein shall be
exclusive of the goods and services tax (hereinafter
called "tax")
-15-
17
chargeable by any government, statutory or tax authority
calculated by reference to the amount of the rent and
any other taxable sums received or receivable by the
Lessor from the Lessee and which tax is payable by the
Lessee. The Lessee shall pay the tax and the Lessor
acting as the collecting agent for the government,
statutory or tax authority shall collect the tax from
the Lessee together with the rent hereinbefore reserved
without any deduction and in advance without demand on
the first day of each of the months of January, April,
July and October, and in the manner and within the
period prescribed in accordance with the applicable laws
and regulations.
(f) Not to demise assign mortgage charge create a trust or
agency let sublet or underlet or grant a licence or part
with or share the possession or occupation of the
demised premises in whole or in part 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 or JTC may in their absolute
discretion in giving the consent require, inter alia,
that the fixed investment criteria be met and due proof
thereof be shown within such period of time as the
Lessor or JTC may stipulate, and in the event of the
non-observance thereof, the Lessor shall, without
prejudice to any other right or remedy the Lessor may
have, be entitled to exercise its rights under Clause
4(c) herein.
(g) At the termination, by notice by the Lessee, or re-entry
by JTC under the Head Lease or re-entry by the Lessor or
by expiry or otherwise, of the term hereby created, to
yield up the demised premises to the Lessor in
tenantable repair in accordance with the Lessee's
covenants herein contained PROVIDED THAT, if so required
by the Lessor and upon notice thereof, the Lessee shall
at its own cost and expense properly demolish and remove
such buildings, structures, fixtures and fittings, or
any part thereof, as may be specified by the Lessor and
JTC and reinstate the demised premises to the
satisfaction of the Lessor and JTC and if the Lessee
shall fail to observe or perform this covenant the
Lessor or JTC may (but shall not be under any obligation
to do so) execute such works and recover the costs
thereof from the Lessee as a debt.
(h) Not to use or permit or suffer the demised premises or
any part thereof to be used otherwise than for wafer
fabrication only except with the prior consent in
writing of the Lessor and JTC. In granting its consent
to any change or extension of use, JTC and the Lessor
may in their absolute discretion require, inter alia,
the Lessee to meet the fixed investment criteria and to
show due proof within such period of time as the Lessor
or JTC may stipulate, and in the event of the
non-observance thereof, the Lessor shall be entitled to
exercise its rights under Clause 4(c) hereof. For the
avoidance of any doubt, the words "meet" in this Clause
and "met" in Clause 1(f) shall include the maintenance
of the fixed investment criteria and if it has not been
maintained then that it be met.
(i) Without prejudice to Clause 1(viii) of ML I/30809F, to
ensure that the gross plot ratio shall not be less than
0.6 but not exceeding the existing maximum gross plot
ration of 1.4 permitted for the demised premises except
with the prior written approval of the Lessor, JTC and
the relevant governmental and statutory authorities
PROVIDED ALWAYS THAT and without prejudice to Clause
1(viii) of ML I/30809F, the Lessee shall bear such
proportion (as may be mutually agreed upon between the
Lessor and the Lessee) of the development
charges/differential premium which may be imposed on or
charged to the Lessor and/or JTC by the relevant
governmental and statutory authorities, and any other
charges which may be imposed in connection with any
increase in the said average gross plot ratio beyond 1.4
(j) The Lessee accepts the demised premises in its existing
state and condition and further accepts and confirms
that neither JTC nor the Lessor has made representation
or given any assurance as to the present or future
suitability of the demised premises or its surrounding
or adjacent lands in relation to the Lessee's use,
operations or occupation at the demised premises.
-16-
18
(k) Not to place, construct or erect or permit the placing,
construction or erection of any building, structure or
equipment whatsoever on the buffer within the boundary
of the demised premises and to comply with the
requirements of the relevant governmental and statutory
authorities including the Urban Redevelopment Authority
and the Building Control Division of the Ministry of
National Development.
(l) The Lessee shall not at any time hold the Lessor and/or
JTC liable for any claim, demand, action, proceeding,
inconvenience, loss, damages, costs or expenses of
whatsoever kind or description which the Lessee or any
other person may suffer in connection with or arising
from the Easement referred to in VML I/076384J or any
works carried out in relation thereto.
(m) At all times throughout the term of lease hereby created
to keep in full operation and continue operations at the
whole of the demised premises in accordance with the use
permitted in Clause 1(h) herein.
(n) If the Registrar of Titles issues in favour of the
Lessee a Certificate of Title for the leasehold estate
comprised in the Sub-Lease hereby created, the Lessee
must, within 2 weeks of receipt of the said Certificate
of Title submit a copy of it to the Lessor.
(o) If the term of Sub-Lease hereby created shall at any
time be determined by expiry or otherwise, the Lessee
must at his own cost and expense immediately surrender
or cause to be surrendered the said Certificate of Title
for the leasehold estate (and any duplicate instrument)
to the Registrar of Titles for custody and cancellation
by the Registrar and the Lessee shall simultaneously
give to the Lessor written notice of such surrender.
(p) To ensure that the buildings, boundary walls and
landscaping works fronting Woodlands Road are
aesthetically designed to the Lessor's and JTC's
satisfaction.
(q) To pay all legal fees (including the Lessor's
solicitors' charges on a solicitor and client basis)
stamp duty and all other disbursements and out of pocket
expenses incurred in the preparation and completion of
this Sub-Lease and in connection with any assignment
sub-letting surrender or other termination thereof
otherwise than by effluxion of time or with any claim or
legal proceedings which may be brought by the Lessor
against the Lessee in the event of a breach by the
Lessee in connection with this Sub-Lease.
(r) At the Lessee's own cost and at all times, to comply
with and observe the maximum height restriction of 55.0
metres above Mean Sea Level and any other height
restriction(s) on buildings and structures at the
demised premises as imposed by any governmental or
statutory authorities and to ensure that any height
restriction plan(s) which may be furnished to the Lessee
shall at all times be held in strict confidence and
shall not be shown, revealed or copied to or by any
person, contractor, sub-contractor, watchman, employee,
agent, representative or any other person except with
the prior written consent of the Lessor and JTC.
(s) Subject to Clause 1(vii) of ML I/30809F, to ensure that
the maximum height of any chain-link fence (including
the anti-climb) or boundary wall erected by the Lessee
at the demised premises shall not exceed two (2) metres
PROVIDED THAT the chain-link fence or boundary wall
shall be erected behind any hedge that may be planted at
the boundary of the demised premises.
(t) To comply with Land Transport Authority's Road
Interpretation Plan in respect of the road widening
line.
(u) To confine vehicular access to and from the demised
premises as indicated by the Land Transport Authority.
-17-
19
(v) To observe the requirements of a 50-metre health and safety buffer
for the wafer fabrication activity, which buffer shall not extend
beyond the boundary of the demised premises.
2. The Lessor hereby covenants as follows:-
(a) That the Lessee paying the rents hereby reserved and performing
and observing the several covenants herein contained and on the
Lessee's part to be performed and observed shall peaceably hold
and enjoy the demised premises without any interruption from the
Lessor or any person rightfully claiming under or in trust for it;
(b) The Lessor shall pay the rent and all other monies and shall
perform the lessee's covenants and conditions contained in the
Head Lease (save for such covenants as shall be performed by the
Lessee pursuant to the provisions of Clause 1(b) hereof);
(c) The Lessor shall take all reasonable steps to obtain the consent
of JTC whenever the Lessee makes any request in connection with
the demised premises that requires the approval of JTC under this
Sub-Lease or the Head Lease;
(d) Upon notice from the Lessee, the Lessor will take all reasonable
steps to enforce promptly the obligations undertaken by JTC in the
Head Lease.
3(1). The Lessor hereby further covenants with the Lessee that the Lessor shall
grant to the Lessee a lease of the demised premises for a further term of
thirty (30) years less one (1) day (hereinafter referred to as "the
further term") commencing from the second day following the date of
expiry of the term hereby created PROVIDED THAT:-
(i) at the time due proof of such investment is produced and at the
expiry of the term hereby created, there by no existing breach or
non-observance of any of the covenants and conditions herein
contained on the part of the Lessee to be observed or performed;
(ii) if required by the Lessor, the Lessee shall within four (4) months
from the commencement of the further term and at its own cost and
expense, carry out and complete such improvements to the
landscaping at the demised premises as may be stipulated in
writing by the Lessor or JTC;
(iii) the Lessee shall six (6) months before the expiry of the said term
submit, for the approval of the Lessor, JTC and the relevant
governmental and statutory authorities, plans for the upgrading of
the exterior of buildings on the demised premises to the same
highest quality of new buildings which JTC will be building at
that time, and the Lessee shall expeditiously do all acts and
things necessary to obtain the approval, all at the cost and
expense of the Lessee;
(iv) the Lessee shall at its own cost and expense complete, within
eighteen (18) months from the commencement of the further term,
the upgrading of the buildings in accordance with the plans
approved by the Lessor and JTC and the relevant governmental and
statutory authorities and to the satisfaction of the Lessor and
JTC;
(v) the Head Lease shall have been renewed by JTC in accordance with
the terms and conditions contained therein;
(vi) the other terms and conditions that shall apply to the renewed
Sub-Lease shall be substantially similar to the terms and
conditions that shall apply to the renewed Head Lease save that
the present covenant for renewal shall not apply;
(v) there shall be a minimum investment by the Lessee of $1,000/- per
square metre of the
-18-
20
gross building floor area on buildings and civil works and
$500/- per square metre of the demised premises on plant and
machinery, (in this Lease also referred to as the "fixed
investment criteria") within three (3) years from the 1st day of
July 1997 and due proof of such investment is produced to the
satisfaction of the Lessor and JTC on or before the 31st day of
December 2000; and
(vi) the rental payable for the further term shall be as set out
hereunder:
(a) the yearly rent for the further term shall be at the rate
based on the market rent at the commencement of the further
term (hereinafter referred to as "the Second Initial Rent");
(b) the second Initial Rent shall be revised on the 1st day of
July 2028 and on the 1st day of July of every year
thereafter at the rate based on the market rent on the
respective dates determined in the manner following but so
that the increase shall not exceed 7.6% of the annual rent
for each immediately preceding year;
(c) the yearly rent for the further term shall be payable by
equal quarterly instalments without any deductions and in
advance without demand on the 1st day of each of the months
of January, April, July and October in every year of the
further term at the office of the Lessor or at such other
office as the Lessor may designate the 1st of such payments
to be made on or before the commencement of the further
term; and
(d) for the purposes of (a) and (b) above, the market rent shall
mean the rent per square metre per annum of the demised
premises excluding the buildings and other structures
erected thereon and shall be determined by the Lessor and
JTC on or about the dates mentioned (and payable
retrospectively with effect from the dates mentioned if
determined after the dates mentioned) and the decision of
the Lessor and JTC shall be final.
(2) If the further term is granted in accordance with Clause 3(1) above, the
Lessee shall be permitted to remain on the premises on the day following
the expiry of the term created by this Sub-Lease as a licensee, free of
payment.
4. PROVIDED ALWAYS and it is hereby agreed between the parties as follows:-
(a) No estate or interest in the soil of the road and footpath
adjacent to the demised premises is or shall be deemed to be
included in the demise hereinbefore contained.
(b) The Lessee shall not be entitled to any right of access of light
or air to the demised premises or any part thereof, which would
restrict or interfere with the user of any adjoining or
neighbouring land for building or any other purpose.
(c) If the said rent hereby reserved or any other sums due under this
Sub-Lease or any part thereof shall be unpaid for fourteen days
after becoming payable (whether the same shall have been formally
demanded or not) or if any of the covenants or obligations on the
part of the Lessee herein contained shall not be performed or
observed or if any charging order writ of seizure and sale or its
equivalent made in respect of the demised premises shall be
enforced by sale or by entry into possession without the written
consent of the Lessor having first been obtained (Section 17 of
the Conveyancing and Law of Property Act shall also not apply in
such event) by the Lessee or by the person in whose favour the
charging order writ of seizure and sale or its equivalent shall
have been made, then and in any such case it shall be lawful for
the Lessor or any person or persons authorised by it in that
behalf at any part thereafter to re-enter upon the demised
premises or any part thereof in the name of the whole and
thereupon the term hereby created shall absolutely determine but
without prejudice to any right of action or remedy of the Lessor
in respect
-19-
21
of any breach of any of the covenants or conditions by the Lessee
herein contained PROVIDED THAT if the demised premises have been
assigned by way of mortgage the provisions of this Clause shall
not take effect until the Lessor has served upon the mortgagee a
notice in writing that such breach has occurred and the mortgagee
has failed to remedy such breach.
(d) If any failure on the Lessee's part to observe or perform any of
its covenants contained in this Sub-Lease results in the Lessor
failing to comply with its obligations under the Head Lease and
such failure entitles JTC to re-enter upon and take possession of
the demised premises and JTC exercises such right, then this
Sub-Lease shall forthwith terminate without the Lessor making to
the Lessee any compensation or allowance for the same and without
prejudice to any right of action or other remedy of the Lessor for
the recovery of any rents or other monies due to it from the
Lessee or in respect of any breach of this Sub-Lease.
(e) The Lessee may at any time prematurely terminate the term of lease
herein created by giving to the Lessor three (3) months' and one
(1) day's 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 (1) months' and one (1) day's notice
under the terms and conditions of the sub-lease herein created or
in respect of the termination.
5. (a) All notices, demands or other communications required or
permitted to be given or made hereunder shall be in writing and
delivered personally or sent by prepaid post with recorded
delivery or facsimile addressed to the intended recipient thereof
at its address set out below or at its last known address or at
its facsimile number set out below (or to such other address or
facsimile number as any party may from time to time duly notify in
writing to the other) and marked to the attention of the person
named below in respect of the intended recipient. Any such notice,
demand or communication shall be deemed to have been duly served
(if given or made by facsimile) immediately or (if given or made
by letter) 24 hours after posting and in proving the same it shall
be sufficient to show that the envelope containing the same was
duly addressed, stamped and posted. The initial addresses and
facsimile numbers of the parties for the purposes of this
Sub-Lease are:-
Lessor: SINGAPORE TECHNOLOGIES PTE LTD
00 Xxxxxxx Xxxx #00-00
Xxxxxxxxx 229 469
Attention: Director,
Corporate Services
Facsimile No: 836 1198
Lessee: CHARTERED SILICON PARTNERS PTE LTD
00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0
Xxxxxxxxx 000000
Attention: Vice President,
Facility Systems
Facsimile No: 360 3812
6. The illegality, invalidity or unenforceability of any provision of this
Sub-Lease under the law of any jurisdiction shall not affect its
legality, validity or enforceability under the law of any other
jurisdiction nor the legality, validity or enforceability of any other
provision.
7. (a) This Sub-Lease shall be construed and governed by the laws of Singapore.
(b) Any dispute arising out of or in connection with this Sub-Lease,
including any question regarding its existence, validity or
termination, shall be referred to and finally resolved by arbitration in
Singapore in accordance with the Arbitration Rules of the Singapore
-20-
22
International Arbitration Centre ("SIAC Rules") for the time being in
force which rules are deemed to be incorporated by reference into this
Clause. The tribunal shall consist of one (1) arbitrator to be appointed
by the Chairman of Singapore International Arbitration Centre and the
language of the arbitration shall be English.
(c) Nothing shall affect the right to serve process in any manner permitted
by law.
8. In this Sub-Lease where the context so requires or permits, words
importing the singular number or the masculine gender include the plural
number or the feminine gender and words importing persons include
corporation and vice versa, the expression "the Lessor" shall include
its successors-in-title and permitted assigns (if any), where there are
two or more persons included in the expression "the Lessee" covenants
expressed to be made by "the Lessee" shall be deemed to be made by such
persons jointly and severally, and except where otherwise provided the
expression "the demised premises" shall mean the land hereby demised and
all buildings, structures, fixtures and fittings therein.
(G) DATE OF LEASE:
---------------------------
(H) EXECUTION BY LESSOR
The Common Seal of SINGAPORE )
TECHNOLOGIES PTE LTD was hereunto )
affixed in the presence of:- )
Director
Director/Secretary
-21-
23
(I) EXECUTION BY LESSEE
The Common Seal of CHARTERED )
SILICON PARTNERS PTE )
LTD was hereunto affixed in the presence of:- )
Director
Director/Secretary
(J) CERTIFICATE PURSUANT TO THE RESIDENTIAL PROPERTY ACT AND THE LAND TITLES
RULES AND PRACTICE CIRCULARS:
I, the solicitor for the Lessee hereby certify that the place of
Incorporation and registration number allocated by the Registry of
Companies to the Lessee as abovementioned specified in the within
instrument have been verified from the Certificate of Incorporation
produced and shown to me, and are found to be correct.
Dated this day of 19
--------------------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE
I, the Solicitor for the Lessee hereby certify that the within land is a
non-residential property as declared in the Residential Property Notification
1988. The land is zoned as and the approved specific use of the
property is for use.
Dated this day of 199
--------------------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE
FOR THE LESSEE
-22-
24
(K) SIMILAR INTEREST CONFIRMATION (IF ANY)
I, the solicitor for the Lessee hereby confirms
that the interest of the Lessee is similar to that in Caveat CV/
--------------------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE
--------------------------------------------------------------------------------
(L) CERTIFICATE OF CORRECTNESS:
I, the Solicitor for the Lessor hereby certify that this instrument is
correct for the purposes of the Land Titles Act.
--------------------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSOR
I, the Solicitor for the Lessee hereby certify that this instrument is
correct for the purposes of the Land Titles Act.
--------------------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE
-23-
25
We, JURONG TOWN CORPORATION, hereby consent to the within Sub-Lease.
The Common Seal of JURONG TOWN )
CORPORATION was hereunto affixed )
in the presence of:- )
-------------------------------------
General Manager
-------------------------------------
Secretary
-24-
26
FOR OFFICE USE ONLY
--------------------------------------------------------------------------------
EXAMINED REGISTERED ON
Initials of
Date Signing Officer: Registrar of Titles
--------------------------------------------------------------------------------
-25-
27
IN WITNESS WHEREOF the parties hereto have hereunto SET their respective
hands or seals the day and year first above written.
SIGNED on behalf of SINGAPORE )
TECHNOLOGIES PTE LTD )
by Xx Xxxxx, President & CEO ) /s/ XX XXXXX
in the presence of:- ) ------------------------
Xx Xxxxx (Ms)
President & CEO
/s/ CHUA XX XX
------------------------
Chua Xx Xx
Company Secretary
SIGNED on behalf of CHARTERED )
SILICON PARTNERS PTE LTD )
by Xxxxx Xxxxx, Director ) /s/ XXXXX XXXXX
in the presence of:- ) ------------------------
Xxxxx Xxxxx
Director
/s/ XXXXXX XXXX
------------------------
Xxxxxx Xxxx
Legal Officer
-26-
