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EXHIBIT 10.4
EXECUTION COPY
9TH NOVEMBER 1999
CHARTERED SILICON PARTNERS PTE LTD
AND
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
AND
HEWLETT-PACKARD COMPANY
AND
AGILENT TECHNOLOGIES, INC.
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NOVATION AND AMENDMENT AGREEMENT
relating to an Assured Supply and Demand Agreement 64-225
dated 4 July 1997 (the ASADA 64-225) and an Amendment
Agreement (No.1) to the ASADA 64-225 dated 5 November 1998
and an Amendment Agreement (No.2) to the ASADA 64-225 dated
17 June 1999
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EXECUTION COPY
THIS AGREEMENT is made as of 9th November 1999
BETWEEN:
(1) CHARTERED SILICON PARTNERS PTE LTD a company incorporated in Singapore,
with its principal offices at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X, Xxxxxx 0,
Xxxxxxxxx 000000 (the COMPANY);
(2) CHARTERED SEMICONDUCTOR MANUFACTURING LTD a company incorporated in
Singapore with its principal offices at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X,
Xxxxxx 0, Xxxxxxxxx 000000 (CSM);
(3) HEWLETT-PACKARD COMPANY a company incorporated in Delaware USA whose
registered office is at 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx Xxxxxxxxxx 00000
(HP); and
(4) AGILENT TECHNOLOGIES, INC. a company incorporated in Delaware, USA whose
registered office is at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000
Country of New Castle in the State of Delaware, USA (AGILENT).
WHEREAS:
(A) The Company, CSM and HP had entered into an Assured Supply and Demand
Agreement 64-225 dated 4 July 1997 (the ASADA 64-225) relating to the
provision of wafer manufacturing capacity by the Company and CSM to HP
and an Amendment Agreement (No.1) to the ASADA 64-225 dated 5 November
1998 and an Amendment Agreement (No.2) to the ASADA 64-225 dated 17 June
1999 (collectively, the CONTRACT).
(B) As a consequence of the global restructuring of HP and its group of
companies in November 1999, HP's business involving the manufacturing
and sale of semiconductor wafers and integrated circuits which are the
subject of the Contract, will be transferred to Agilent as on or around
9 November 1999.
(C) HP wishes to be released and discharged from the Contract and the
parties to this Agreement have agreed to the novation of the Contract
and to the substitution of Agilent in place of HP as a party to the
Contract.
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IT IS AGREED AS FOLLOWS:
NOVATION
1.1 With effect from the date hereof:
(a) HP shall cease to be a party to the Contract and Agilent shall
become a party to it in place of HP;
(b) Agilent undertakes with CSM and the Company to accept, observe,
perform and discharge all liabilities and obligations of HP
howsoever arising under the Contract in substitution for HP
whether arising on, before or after the date of this Agreement as
if Agilent had at all times been a party to the Contract;
(c) each of CSM and the Company agree to the substitution of Agilent
in place of HP and that Agilent may exercise and enjoy all the
rights of HP arising under the Contract in substitution for HP,
and whether arising on or after the date of this Agreement as if
Agilent had at all times been a party to the Contract; and
(d) each of CSM and the Company hereby releases and discharges HP
from all claims and demands, and from each of its liabilities and
obligations, howsoever arising under the Contract to the extent
assumed by Agilent pursuant to this Agreement and accepts the
like liabilities and obligations to it of Agilent in place of HP.
AMENDMENT OF CONTRACT
2. The Contract is amended as of the date hereof, by:
(i) substituting "Agilent" for "HP" wherever "HP" shall appear in
the Contract;
(ii) substituting "Agilent Technologies Europe B.V." for
"Hewlett-Packard Europe B.V." wherever these words shall appear
in the Contract;
(iii) inserting in Recital A on page 1 of the ASADA 64-225 after the
words "13 March 1997", the words, "(by which Agilent became a
party pursuant to a Novation and Amendment Agreement made as of
the date hereof)";
(iv) inserting in the section headed "Definitions" of the ASADA 64-225
the following as the first definition:
"Agilent" shall mean Agilent Technologies, Inc, a company
incorporated in Delaware, U.S.A. with its registered office at
0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 Country of New
Castle in the State of Delaware, USA;
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(v) Deleting the address and facsimile numbers of HP in clause 11 of
the ASADA 64-225 and replacing the same with the following:
"AGILENT TECHNOLOGIES, INC.
0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx
Xxxxxxxx 00000
Country of New Castle in the State of Delaware
USA
Attn: General Manager, Integrated Circuit Business Division"
CONFIDENTIALITY
3. With effect from the date hereof HP, in consideration of the other
parties entering into this Agreement, hereby agrees (as a separate,
independent and collateral contract with all the other parties to this
Agreement) to be bound by the provisions of clause 8 of the ASADA
64-225, as if it had remained a party to the ASADA 64-225.
COUNTERPARTS
4. This Agreement may be executed in any number of counterparts and by the
parties to it on separate counterparts, each of which is an original but
all of which together constitute one and the same instrument.
GOVERNING LAW
5. This Agreement and the relationship between the parties shall be
governed by, and interpreted in accordance with, the laws of Singapore.
AS WITNESS this Agreement has been signed by the duly authorised representatives
of the parties the day and year first before written.
SIGNED by Chia Song Hwee ) /s/ Chia Song Hwee
for and on behalf of )
CHARTERED SILICON PARTNERS PTE LTD )
SIGNED by Xxxxx Xxxxx ) /s/ Xxxxx Xxxxx
for and on behalf of )
CHARTERED SEMICONDUCTOR MANUFACTURING LTD )
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SIGNED by Xxx X. Xxxxxxx ) /s/ Xxx X. Xxxxxxx
for and on behalf of )
HEWLETT-PACKARD COMPANY )
SIGNED by D. Xxxxx Xxxxxxxx ) /s/ D. Xxxxx Xxxxxxxx
for and on behalf of )
AGILENT TECHNOLOGIES, INC. )
