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EXHIBIT 10.2
THIS AGREEMENT is made the 5th day of June One Thousand Nine Hundred and Ninety
Eight (1998) Between:
ST ASSEMBLY TEST SERVICES LTD a company incorporated in Singapore and having its
registered office at 0 Xxxxxx Xxxxxx 00 Xxxxxxxxx 000000 hereinafter called "the
Company") of the one part; And
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 000000 (hereinafter called "the
Board") of the other part.
WHEREAS:
(1) The Company has applied to the Board for a term loan up to a maximum
aggregate principal amount of Singapore Dollars Ninety Million (S$90,000,000.00)
under the Capital Assistance Scheme of the Board.
(2) The Board is willing to grant the term loan to the Company, upon the terms
and subject to the conditions hereinafter set forth.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-
1. DEFINITIONS
1.1 In this Agreement, unless the context otherwise requires, the following
words or expressions shall have the following meanings respectively:-
(a) "Business Day" means a day on which banks in Singapore are open for
business excluding Sunday.
(b) "Day" means a calendar day.
(c) "Dollars" and the sign"$" 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" means the buildings, facilities and
equipment, for the semiconductor assembly and test project.
(h) "Guarantee" means the Corporate Guarantee to be issued by Singapore
Technologies Pte Ltd duly executed and signed by the Corporate's
authorised signatories, in favour of the Board and in the form and
containing terms acceptable to the Board.
(i) "Interest Rate" means the rates of interest determined in accordance
with Clause 7.2 hereof.
(j) "Interest Payment Dates" means the day falling on the 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 first 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
Singapore Dollars Ninety million (S$90,000,000.00) 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 5 years, inclusive of a 2 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.
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(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.
(c) The Board shall have received, in form and substance satisfactory
to the Board, the following:-
(i) A 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 the Term Loan to be made
and 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 of the semiconductor assembly
and test project.
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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 save with
the prior written consent of the Board for no other purpose whatsoever.
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 25 May 1998 or such other
later date as may be approved by the Chairman of the Board 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 or such other date as may be approved by the
Chairman of the Board or his lawful representative.
6. AVAILABILITY OF TERM LOAN
The Term Loan shall be available for Drawing for a period of 5 years from
the date of the First Drawing after which date any part of the Term Loan not
drawn shall be cancelled.
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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 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 prevailing rate per annum
declared by the Central Provident Fund Board (henceforth referred to as "CPF
Board") for contributions made to the CPF under the CPF Act plus one per cent
(1%) (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.
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 seven (7) 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.
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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.
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 the first Drawing of the Term Loan, the Company shall procure the
requisite Guarantee to be given in favour of the Board.
12. WARRANTIES AND REPRESENTATIONS
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;
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(e) that its latest audited accounts 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 such audited accounts shows all known present
and future liabilities, direct or contingent, of the Company as of
the date thereof and each such audited accounts referred to herein
was prepared in accordance with generally accepted accounting
principles;
(f) save as disclosed to the Board 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 audited
accounts 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 any of its subsidiaries, at law or
in equity (whether or not purportedly on behalf of the Company, 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
sub-clause 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.
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(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 financial 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.
(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 audited accounts 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
construction fixtures fittings implements and other effects in
good and substantial repair and proper working condition to the
satisfaction of the Board.
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(j) that it shall not dismantle pull down or remove any part of the
buildings and fixtures, 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 given 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 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.
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 a change in the control 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;
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(e) declare or pay any dividend or make any income or capital
distribution, whether in cash or in specie, to its share-
holders 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;
(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 for the
filing or any application for placing the Company under judicial
management or any similar or analogous proceedings are taken against
the Company 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;
(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;
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(h) if a judgement or order is made against the Company and is not
discharged within sixty (60) Days and the Board is in that
case of the reasonable opinion that the said judgement 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) if a winding-up petition is presented by or against the guarantor
of the 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;
(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 a
change in the control of the Company;
(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;
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.
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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 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
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(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 succeeding 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 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 effect of modifying the operation of law or otherwise its
rights and remedies under the provisions of this Agreement.
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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.
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
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 successors of the Company and
shall enure 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
ST ASSEMBLY TEST SERVICES LTD
was hereunto affixed in the
presence of:-
/s/ [ILLEGIBLE SIGNATURE]
-------------------------
Director
[SEAL]
/s/ [ILLEGIBLE SIGNATURE]
-------------------------
Director/Secretary
The Common Seal of the ECONOMIC
DEVELOPMENT BOARD was
hereunto affixed in the presence of:-
/s/ [ILLEGIBLE SIGNATURE]
-------------------------
Chairman
[SEAL]
/s/ [ILLEGIBLE SIGNATURE]
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Secretary
17
APPENDIX I
ECONOMIC DEVELOPMENT BOARD
000 Xxxxx Xxxxxx Xxxx
#00-00 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxx 000000
Dear Sirs,
NOTICE OF DRAWING
TERM LOAN OF S$90,000,000.00
Pursuant to Clause 5 of the EDB Loan Agreement dated 1998 in respect of
the above Term Loan we hereby give you notice for a Drawing of Singapore
Dollars [ ] (S$ ) on 1998.
We confirm--
(i) that the conditions precedent under Clause 3 of the EDB
Loan Agreement have been complied with in every respect;
(ii) that 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 and
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
Director/Authorised Signatory
