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EXHIBIT 10.7
EXECUTION COPY
9TH NOVEMBER 1999
(1) CHARTERED SEMICONDUCTOR MANUFACTURING LTD; AND
EDB INVESTMENTS PTE LTD
...(collectively referred to as the "CONTINUING PARTIES")
(2) HEWLETT-PACKARD EUROPE B.V...
........(the "TRANSFEROR")
(3) AGILENT TECHNOLOGIES EUROPE B.V.
........(the "TRANSFEREE")
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DEED OF ACCESSION AND RATIFICATION
relating to the Option Agreement dated 4 July 1997 in respect
of shares in the capital of Chartered Silicon Partners Pte Ltd
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EXECUTION COPY
THIS DEED is made as of 9th November 1999
BETWEEN:
(1) CHARTERED SEMICONDUCTOR MANUFACTURING LTD of 00 Xxxxxxxxx Xxxxxxxxxx
Xxxx X, Xxxxxx 0, Xxxxxxxxx 000000 ; and
EDB INVESTMENTS PTE LTD of 000 Xxxxx Xxxxxx Xxxx #00-00 Xxxxxxx Xxxx
Xxxxx Xxxxxxxxx 000000;
(together the CONTINUING PARTIES)
(2) HEWLETT-PACKARD EUROPE B.V. of Xxxxxxxxx 00,0000 XX, Xxxxxxxxxx, Xxx
Xxxxxxxxxxx (the TRANSFEROR); and
(3) AGILENT TECHNOLOGIES EUROPE B.V. of Stratbaan 16,1187 XR, Amstelveen,
The Netherlands (the TRANSFEREE).
WHEREAS:
(A) The Continuing Parties and the Transferor are parties to a Joint Venture
Agreement dated 13 March 1997, Amendment (No.1) dated 4 July 1997 and
Amendment (No. 2) dated 1 October 1999 to the Joint Venture Agreement
dated 13 March 1997, in relation to the affairs of Chartered Silicon
Partners Pte Ltd (the COMPANY) (such Agreement, as varied, supplemented,
novated or amended from time to time, herein termed the JOINT VENTURE
AGREEMENT).
(B) Pursuant to the Joint Venture Agreement, CSM, EDBI and the Transferor
executed an Option Agreement dated 4 July 1997 (the OPTION AGREEMENT)
whereby EDBI agreed to grant to each of CSM and the Transferor a call
option over ordinary shares held by EDBI in the capital of the Company,
upon the terms and conditions set out in the Option Agreement.
(C) Pursuant to the Deed of Accession and Ratification made between the
parties made as of the date hereof, in relation to the Joint Venture
Agreement dated 4 July 1997 (the DEED OF ACCESSION IN RELATION TO JVA),
the parties wish to enter into this Deed upon the terms and conditions
set out herein.
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NOW THIS DEED WITNESSETH AS FOLLOWS:
INTERPRETATION
1. In this Deed, unless the context otherwise requires or unless otherwise
provided in this Deed:
(a) words and expressions defined in the Option Agreement shall have the
same meanings when used in this Deed; and
(b) reference to CLAUSES are to the clauses of this Deed and references to
PARTIES are to the parties to this Deed.
(c) SHARES means all the ordinary shares of S$1.00 each held by the
Transferor in the capital of the Company.
NOVATION
2.1 With effect from the date hereof, each of the Continuing Parties hereby
releases and discharges the Transferor from all its obligations under
the Option Agreement and the Transferor shall cease to be a party to the
Option Agreement.
2.2 The Continuing Parties agree that, with effect from the date hereof, the
following shall apply:
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(a) the Transferee shall assume all the rights of the Transferor
pursuant to the Option Agreement;
(b) the Transferee shall be subject to and shall perform all the
obligations of the Transferor pursuant to the Option Agreement
including without limitation, the obligations from which the
Transferor is released and discharged pursuant to clause 2.1 as
if the Transferee had at all times been a party to the Option
Agreement in place of the Transferor save that, the term
"Permitted Transferee" in relation to the Transferee shall bear
the same meaning as the term `Permitted Transferee' in the Deed
of Accession in relation to the JVA and clause 9(B) of the
Option Agreement shall be deemed to be amended accordingly;
(c) all references in the Option Agreement to "Hewlett-Packard
Company" shall be replaced by references to "Agilent
Technologies, Inc."; and
(d) all references in the Option Agreement to "Hewlett-Packard
Europe B.V" shall be replaced by references to "Agilent
Technologies Europe B.V." and all references in the Option
Agreement to "HP" shall be replaced by references to "Agilent".
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CONSENT TO TRANSFER OF SHARES TO TRANSFEREE
3. EDBI hereby consents to the transfer of the Shares by the Transferor to
the Transferee and agrees that the HP Call Option shall remain in full
force and effect, notwithstanding the terms of clause 2(c)(iii)(e) of
the Option Agreement.
NOTICES
4. For the purposes of the Option Agreement, the Transferor's address for
notices shall be as follows:
Address: Agilent Technologies Europe B.V.
Startbaan 16,1187 XR Amstelveen
The Netherlands
Fax No: (31)(00) 000 0000
Addressed for the attention of: The Legal Department
COUNTERPARTS
5. This Deed may be executed in any number of counterparts and by the
parties to it on separate counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
instrument.
GOVERNING LAW
6. This Deed shall be governed by, and construed in accordance with, the
laws of Singapore.
IN WITNESS this Deed has been duly executed and delivered on the date set out
above.
The Common Seal of )
CHARTERED SEMICONDUCTOR MANUFACTURING LTD )
was affixed hereto in the presence of : )
/s/ Xxxxx Xxxxx
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Director
/s/ Chua Xx Xx
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Company Secretary
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The Common Seal of )
EDB INVESTMENTS PTE LTD )
was affixed hereto in the presence of: )
/s/ Xxxx Xxxx San
-----------------------------
Director
/s/ Xxxx Xxxx
-----------------------------
Company Secretary
Executed under Seal and delivered as a Deed by )
HEWLETT-PACKARD EUROPE B.V. acting by )
)
)
------------------------ ) /s/ C.C.F van Oers
in the presence of: ) ------------------
C.C.F. van Oers
Managing Director
Witness:
Signature /s/ J.C.A. van Diemen
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Name: J.C.A. van Diemen
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Title: Tax Manager
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Address: Startbaan 16
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1187 XR Amstelveen
------------------------
The Netherlands
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Executed under Seal and delivered as a Deed by )
AGILENT TECHNOLOGIES EUROPE B.V. acting by )
) /s/ R.E.J. de Boer
------------------------ ) --------------------------
in the presence of: ) R.E.J. de Boer
) Legal Counsel
Witness:
Signature /s/ J.C.A. van Diemen
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Name: J.C.A. van Diemen
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Title: Tax Manager
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Address: Startbaan 16
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1187 XR Amstelveen
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The Netherlands
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