1
EXHIBIT 10.37
DATED THIS 17th DAY OF February 1998
Between
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
as Landlord
And
SILICON MANUFACTURING PARTNERS PTE LTD
as Subtenant
************************************
SUB-LEASE
************************************
Ref: GHC/JNVC/sll/12859/978
M/s Xxxxx & Xxxxxxxx
Advocates & Solicitors
Singapore
2
THIS SUB-LEASE (this "SUB-LEASE") is made the 17th day of February 1998
Between:-
(1) CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in
Singapore and having its registered office at 00 Xxxxxxxxx Xxxxxxxxxx
Xxxx X Xxxxxx 0, Xxxxxxxxx 000000, (the "Landlord"); and
(2) SILICON MANUFACTURING PARTNERS PTE LTD, a company incorporated in
Singapore and having its registered office at 00 Xxxxxxxxx Xxxxxxxxxx
Xxxx X Xxxxxx 0, Xxxxxxxxx 000000 (the "Subtenant").
WHEREAS:-
(A) Singapore Technologies Pte Ltd has leased the Property (as hereinafter
defined) from Jurong Town Corporation on the terms of the two (2)
Building Agreements both dated 17th February 1998 and made between
Jurong Town Corporation and Singapore Technologies Pte Ltd.
(B) With the consent of Jurong Town Corporation, Singapore Technologies Pte
Ltd has sub-let the Property to the Landlord on the terms of the
Agreements for Sub-License and Sub-Lease both dated 17th February 1998
and made between Singapore Technologies Pte Ltd and the Landlord.
(C) The Landlord is desirous of subletting part of the Building to the
Subtenant and the Head Lessor (as hereinafter defined) has consented to
such subletting.
NOW IT IS AGREED as follows:-
1. INTERPRETATION
1.1 In this Sub-Lease the following words and expressions shall where the
context so admits have the following meanings:-
"Allocable Share" means at any time of calculation, a percentage
reflecting (a) the sum of (i) the total gross floor area of the Sublet
Portions plus (ii) fifty percent (50%) of the total gross floor area of
the Common Portions expressed as a percentage of (b) the total gross
floor area of the Building, as each such gross floor area may be
modified from time to time;
"Building" means any carparks and building(s) on the Property of which
any part of the Sublet Portions is comprised in;
"Certificate of Statutory Completion" means the Certificate of
Statutory Completion in respect of the Building issued by the Building
Authority under the Building Control Act Cap. 29;
"Common Portions" means all those portions of the Building coloured in
yellow on the plans attached hereto in Appendix I;
"Conducting Media" means drains, sewers, conduits, flues, gutters,
gullies, channels, ducts, shafts, watercourses, pipes, cables, wires
and mains or any of them;
"CSM Portions" means all those portions of the Building coloured in
pink on the plans attached hereto in Appendix I.
3
2
"Deposit" means the sum, if any, deposited or required to be deposited
by the Subtenant with the Landlord pursuant to Clause 3.2;
"Head Lease" means:-
(a) the Building Agreements both dated 17th February 1998 and made
between Jurong Town Corporation and Singapore Technologies Pte
Ltd; and
(b) the Agreements for Sub-Licence and Sub-Lease both dated 17th
February 1998 and made between Singapore Technologies Pte Ltd
and the Landlord,
and shall include any variations, supplements or modifications thereof
from time to time agreed upon between the relevant parties and all
instruments and documents made supplemental thereto;
"Head Lessor" means the Jurong Town Corporation and/or Singapore
Technologies Pte Ltd;
"Interest" means interest at the rate of 8.5% per annum or such higher
rate as may be determined from time to time by the Jurong Town
Corporation;
"Notice to take possession" means the notice to be given by the
Landlord to the Subtenant under Clause 11;
"Permitted Occupier" means any person on the Sublet Portions expressly
or by implication with the Subtenant's authority;
"Property" means all that land known as Private Lots A12787(a) and
A12787(b) together with the Building erected thereon;
"Rent" means the rent payable by the Subtenant in accordance with
Schedule 3;
"Service Agreement" means the CSM Service Support Agreement dated 17th
February 1998 made between the parties hereto, as the same may be
amended or supplemented from time to time; and
"Sublet Portions" means all those portions of the Building coloured in
blue on the plans attached hereto in Appendix I.
1.2 Reference herein to the "Landlord's" shall include where the context so
admits the Landlord's successors-in-title and the person(s) for the
time being entitled to the reversion immediately expectant on the
determination of the terms herein mentioned.
1.3 Reference herein to the "Subtenant" shall include where the context so
admits the Subtenant's successors-in-title and permitted assigns.
1.4 Words importing the singular number include the plural number and vice
versa and words importing the masculine gender include the feminine
gender and words importing persons shall include companies,
corporations and other bodies, whether incorporated or unincorporated.
1.5 In any case where the Subtenant is placed under a restriction by reason
of the covenants and conditions contained in this Sub-Lease, the
restriction shall be deemed to include the obligation
4
3
on the Subtenant not to permit or allow the infringement of the
restriction by any person claiming rights to use, enjoy or visit the
Sublet Portions and/or the Common Portions through, under or in trust
for the Subtenant.
1.6 Where the consent or approval of the Landlord is required under the
provisions of this Sub-Lease, for so long as the Service Agreement is
in effect and the Landlord has not objected thereunder to the matter
that is the subject of such consent or approval, any such approval or
consent shall automatically be deemed to have been requested by the
Subtenant and granted by the Landlord upon the taking by the Landlord
of the action requiring approval of the Landlord hereunder (as service
provider under the Service Agreement). In the event that the consent or
approval of the Landlord is required under the provisions of this
Sub-Lease and the Service Agreement is no longer in effect, the
Subtenant shall apply in writing for such consent or approval and the
Landlord shall not unreasonably withhold its consent or approval. It is
acknowledged that in order for the Landlord to provide consent
hereunder with respect to certain matters, it may be required under the
Head Lease to obtain the consent of the Head Lessor. Where the consent
or approval of the Head Lessor is required by the Head Lease to any
action or other matter proposed or taken by the Subtenant affecting the
Sublet Portions or the Common Portions, the Landlord shall liaise with
the Head Lessor and take all commercially reasonable actions that may
be necessary or desirable to obtain such consent or approval provided
nothing herein shall impose on the Landlord any obligation to ensure
that the Head Lessor's consent or approval will be given. The Subtenant
agrees that under the Service Agreement it will be charged the
Allocable Share of any costs and fees payable by the Landlord to
consultants engaged by the Landlord or the Head Lessor to advise upon
any application made by the Subtenant (including any plans,
specifications or materials submitted therewith) for any consent or
approval relating to the Common Portions and the Building. Any such
costs and fees payable in relation to any consent or approval required
in respect of the Sublet Portions or any part thereof shall be borne by
the Subtenant.
1.7 Subject to the provisions of Clause 1.6, references to "consent of the
Landlord" or words to similar effect mean a consent in writing signed
by or on behalf of the Landlord and references to "approved" and
"authorised" or words to similar effect mean (as the case may be)
approved or authorised in writing by or on behalf of the Landlord.
1.8 The Schedules hereto shall be taken, read and construed as parts of
this Sub-Lease and the provisions thereof shall have the same force and
effect as if expressly set out in the body of this Sub-Lease.
1.9 The clause and paragraph headings in this Sub-Lease are for ease of
reference only and shall not be taken into account in the construction
and interpretation of any covenant, condition or proviso to which they
relate.
1.10 References in this Sub-Lease to a clause or Schedule are references
where the context so admits to a clause or Schedule in this Sub-Lease.
References in a clause to a paragraph are (unless the context otherwise
requires) references to a paragraph of that clause, and references in a
Schedule to a paragraph are (unless the context otherwise requires)
references to a paragraph of that Schedule.
5
4
1.11 References in this Sub-Lease to any statute or statutory instruments
shall includes and refer to any statute or statutory instrument
amending, consolidating or replacing them respectively from time to
time and for the time being in force.
1.12 Words in this Sub-Lease importing the singular meaning shall where the
context so admits include the plural meaning and vice versa.
2. SUB-LEASE
In consideration of the Rent and the Subtenant's covenants reserved and
contained in this Sub-Lease, the Landlord hereby sublets to the
Subtenant the Sublet Portions and allows the Subtenant to use, for so
long as this Sub-Lease is subsisting, the Common Portions in common
with the Landlord for the purposes stated herein or for such other
purpose(s) as may be prescribed from time to time by the Landlord for
the period of ten (10) years commencing from the date of receipt by the
Subtenant of the Notice to take possession (the "Term") on the terms
and conditions herein contained TOGETHER WITH (but to the exclusion of
all other liberties, rights or advantages) the rights set out in
Schedule 1 but EXCEPTING AND RESERVING unto the Landlord and the Head
Lessor at all times the rights set out in Schedule 2.
3. SUBTENANT'S COVENANTS
The Subtenant hereby covenants with the Landlord as follows:-
3.1 RENT
3.1.1 To pay the Rent at the times and in the manner specified in Schedule 3.
3.1.2 In addition and without prejudice to any other right, power or remedy
of the Landlord if the whole or any part of the Rent and other moneys
payable under any of the provisions of this Sub-Lease or any part
thereof shall at any time remain unpaid for seven (7) days after the
same shall have become due (whether such Rent or other moneys be
formally demanded or not) then the Subtenant shall pay to the Landlord
Interest thereon from and including the date they become due until the
date they are paid. The Landlord shall be entitled to recover any
moneys owing to the Landlord by the Subtenant (notwithstanding they are
not Rent) and Interest thereon as if such moneys and Interest were also
rent in arrears.
3.2 DEPOSIT
3.2.1 If at any time during the Term the Landlord shall cease to hold at
least 25% of the issued share capital of the Subtenant, the Subtenant
shall forthwith on demand by the Landlord, deposit with the Landlord in
cash a sum equal to three (3) months' Rent payable in respect of the
Term. The Subtenant shall, at all times thereafter during the Term,
maintain in cash with the Landlord a Deposit equivalent to three (3)
months' Rent.
3.2.2 The Deposit shall be held by the Landlord as security for the due
performance and observance by the Subtenant of all the covenants and
provisions contained in this Sub-Lease and as security for any claim by
the Landlord at any time against the Subtenant in relation to any
matter in connection with the Sublet Portions and/or the Common
Portions whether this Sub-Lease is subsisting
6
5
or not and, subject to any deductions to be made by the Landlord
pursuant to the provisions of this Sub-Lease, shall be repaid to the
Subtenant without interest within one (1) month from the date the
Sublet Portions, duly repaired, cleaned, decorated and reinstated in
accordance with the Subtenant's covenants in this Sub-Lease, is
returned to the Landlord.
3.2.3 If the Subtenant shall commit a breach of any of the provisions of this
Sub-Lease, the Landlord shall be entitled but not obliged to apply the
Deposit or any part thereof in or towards payment of moneys outstanding
or making good any breach by the Subtenant or to deduct from the
Deposit the loss or expense to the Landlord occasioned by such breach
but without prejudice to any other remedy which the Landlord may be
entitled. If any part of the Deposit shall lawfully be applied by the
Landlord in accordance herewith, the Subtenant shall on demand by the
Landlord forthwith deposit with the Landlord the amount set-off by the
Landlord from the Deposit Provided Always that no part of the Deposit
shall without the written consent of the Landlord be set-off by the
Subtenant against any Rent or other sums owing to the Landlord.
3.3 OUTGOINGS
To pay all charges in respect of any telephone, telex, teleprinters,
facsimile and/or other services connected to the Sublet Portions and
all other charges or impositions imposed by any public authority for
the supply of any service separately supplied to the Sublet Portions.
3.4 USE
At all times, not without the previous consent in writing of the
Landlord, to carry on or to permit or suffer to be carried on in the
Sublet Portions and/or the Common Portions or any part thereof any
trade or business whatsoever other than the manufacture of
semiconductor wafers and all activities related or ancillary thereto.
3.5 CARPARKS
3.5.1 The Landlord and the Subtenant agree that the Subtenant shall be
allocated the use of such number of carpark spaces as are agreed upon
by the Landlord and the Subtenant. In any event:
(a) the Subtenant shall be allocated 70 carpark lots which will be
located on the Property and be available upon commencement of
the Term at no additional cost to the Subtenant; and
(b) the Subtenant shall be allocated 125 carpark lots which will
be made available to the Subtenant upon the completion of a
carpark complex which the Landlord shall cause to be built
near the Property and for which the Subtenant shall pay to the
Landlord or the owner of the carpark complex such rent or
other consideration as is agreed to by the Subtenant and the
Landlord taking into consideration the ground rent and
construction costs (and interest thereon, if applicable) for
such carpark complex and the proportion the 125 carpark lots
represents of the total number of carpark lots to be
constructed within the complex.
3.5.2 The carpark lots need not be specifically designated for the Subtenant.
7
6
3.6 ALTERATIONS, ADDITIONS AND CHANGES
3.6.1 Not to carry out, suffer or permit to be carried out any alterations,
additions or other works whatsoever affecting the structure of the
Sublet Portions or the Building or the exterior appearance of any part
of the Sublet Portions except with the prior written consent of the
Landlord.
3.6.2 Not to carry out any other alterations, additions or other works at or
to or affecting the Sublet Portions and/or the Common Portions without
first having obtained the consent in writing of the Landlord to the
said alterations, additions or other works and to the plans, layouts,
designs, drawings, specifications and proposed materials to be used for
the said alterations, additions or other works, the Landlord's consent
not to be unreasonably withheld. Any alterations, additions or other
works whatsoever to be carried out at or to the Sublet Portions and/or
the Common Portions when consented to in writing by the Landlord upon
such terms and conditions as the Landlord may reasonably impose shall
only be carried out in accordance with the said terms and conditions
and by contractors approved by the Landlord, such approval not to be
unreasonably withheld and at the cost and expense of the Subtenant.
3.6.3 The Landlord shall be entitled to engage its architect, engineer or
other consultant(s) for the purpose of considering the plans, layouts,
designs, drawings, specifications and materials relating to the
proposed alterations, additions or other works, and the fees and
expenses of such architect, engineer and consultant(s) payable in
connection therewith shall be borne by the parties in accordance with
the provisions of Clause 1.6.
3.6.4 The costs and expenses payable to or incurred by the Landlord (if any)
in connection with obtaining the consent of the Head Lessor to the
proposed alterations, additions or other works, shall be borne by the
parties in accordance with the provisions of Clause 1.6. If the
Subtenant fails to make payment on demand of such fees, costs and
expenses referred to in Clauses 3.6.3 and 3.6.4, the Landlord may
effect payment of the same and all costs and expenses so incurred by
the Landlord shall be paid by the Subtenant to the Landlord forthwith
on demand and all costs and expenses so incurred by the Landlord
together with Interest thereon from the date the costs and expenses
were so incurred by the Landlord until the date they are paid by the
Subtenant to the Landlord shall be recoverable from the Subtenant as if
they were rent in arrears.
3.6.5 All planning and other consents necessary or required pursuant to the
provisions of any statute, rule, order, regulation or by-law for any
alterations, additions or other works at, to or affecting the Sublet
Portions and/or the Common Portions (if made by the Subtenant), shall
be applied for and obtained by the Subtenant at its own cost and
expense.
3.6.6 The Subtenant shall permit the Landlord and its servants or agents at
all reasonable times to enter into and inspect and view the Sublet
Portions to ascertain if all alterations, additions or other works are
or have been carried out in accordance with the provisions of this
Clause 3.6. If any breach of the provisions of this Clause 3.6 shall be
found upon such inspection for which the Subtenant is liable, then upon
notice by the Landlord to the Subtenant, the Subtenant shall execute
all repairs, works, replacements or removals required within thirty
(30) days (or
8
7
sooner if reasonably required by the Landlord) after the date of
receipt by the Subtenant of such notice.
3.6.7 In case of default by the Subtenant, it shall be lawful for workmen or
agents of the Landlord to enter into the Sublet Portions at all
reasonable times to execute such repairs, works, replacements or
removals and the Subtenant shall pay to the Landlord on demand all
costs and expenses so incurred together with Interest from the date of
expenditure until the date they are paid by the Subtenant to the
Landlord (such costs and expenses and Interest to be recoverable as if
they were rent in arrears).
3.6.8 The Subtenant shall, where applicable, deliver to the Landlord
forthwith upon completion of the said alterations, additions or other
works, a set of the duly approved as-built drawings.
3.7 TAXES
3.7.1 The Rent and other sums expressed to be payable by the Subtenant under
this Sub-Lease (hereinafter collectively called the "Agreed Sum")
shall, as between the Landlord and the Subtenant be
exclusive of any applicable goods and services tax, imposition, duty
and levy whatsoever (hereinafter collectively called "Taxes" which, for
the avoidance of doubt, shall not include tax on the income of
the Landlord as charged or assessed by the Inland Revenue Authority of
Singapore) which may from time to time be imposed or charged before, on
or after the commencement of the Term (including any subsequent
revisions thereto) by any government, quasi-government, statutory or
tax authority (hereinafter called the "Authorities") on or calculated
by reference to the amount of the Agreed Sum (or any part
thereof) and the Subtenant shall pay all such Taxes or reimburse the
Landlord for the payment of such Taxes, as the case may be, in such
manner and within such period as to comply or enable the Landlord to
comply with any applicable orders or directives of the Authorities and
the relevant laws and regulations.
3.7.2 If the Landlord or the Subtenant (or any person on their behalf) is
required by law to make any deduction or withholding or to make any
payment, on account of such Taxes, from or calculated by reference to
the Agreed Sum (or any part thereof):-
(a) the Subtenant shall pay, without requiring any notice from the
Landlord all such Taxes for its own account (if the liability
to pay is imposed on the Subtenant), or on behalf of and in
the name of the Landlord (if the liability to pay is imposed
on the Landlord) on receipt of written notice from the
Landlord, and without prejudice to the foregoing, if the law
requires the Landlord to collect and to account for such
Taxes, the Subtenant shall pay such Taxes to the Landlord
(which shall be in addition to the Subtenant's liability to
pay the Agreed Sum) on receipt of written notice from the
Landlord; and
(b) the sum payable by the Subtenant in respect of which the
relevant deduction, withholding or payment is required on
account of such Taxes shall be increased to the extent
necessary to ensure that after making of the aforesaid
deduction, withholding or payment, the Landlord or any person
or persons to whom such sum is to be paid, receives on the due
date and retains (free from any liability in respect of any
such deduction, withholding or Taxes) a net sum equal to what
would have been received and retained had
9
8
no such deduction, withholding or payment been required or
made.
The rights of the Landlord under this Clause 3.7 shall be in addition
and without prejudice to any other rights or powers of the Landlord
under any applicable order or directive of the Authorities or any
relevant law or regulation, to recover from the Subtenant the amount of
such Taxes which may be or is to be paid or borne by the Landlord.
The Subtenant shall indemnify and hold harmless the Landlord from any
losses, damages, claims, demands, proceedings, actions, costs,
expenses, interests and penalties suffered or incurred by the Landlord
arising from any claim, demand, proceeding or action that may be made
or instituted by the Authorities in respect of such Taxes and resulting
from any failure or delay on the part of the Subtenant in the payment
and discharge of any such Taxes.
3.8 COVENANTS AFFECTING USE OF SUBLET PORTIONS AND COMMON PORTIONS
3.8.1 Not to use the Sublet Portions and/or the Common Portions or any part
thereof for any noisy, noxious or offensive trade, business or
occupation nor for the carrying on of any vocation which may be
calculated to attract to the Property or any part thereof persons of an
undesirable character and not to do or permit to be done any act or
thing which may become a nuisance to or give cause for reasonable
complaints from the occupants of neighbouring premises.
3.8.2 Not to do or permit or suffer to be done anything whereby the policy or
policies of insurance on the Building and the Property for the time
being subsisting may become void or voidable or whereby the rate of
premium therefor may be increased and to make good all damage suffered
by the Landlord or Head Lessor and to repay to the Landlord or Head
Lessor forthwith on demand all sums paid by the Landlord or Head Lessor
by way of increased premiums and all expenses incurred by the Landlord
and Head Lessor in or about any renewal of such policy or policies
rendered necessary by a breach or non-observance of this covenant.
3.8.3 Not to permit any auction to take place on the Sublet Portions and/or
the Common Portions.
3.8.4 Not to hold in or on the Sublet Portions and/or the Common Portions any
exhibition, public meeting or public entertainment.
3.8.5 Not to bring or allow to be brought on to the Sublet Portions and/or
the Common Portions, the Property or any part of the surrounding
grounds which are used in common with the Landlord and other tenants,
any dog or other animal or bird or pet or any heavy machines or
machinery which have not been approved by the Landlord and
notwithstanding any prior approval of the Landlord, in relation to any
machines or machinery, not at any time to load or suffer to be loaded
any part of the floors of the Building or the Sublet Portions and/or
the Common Portions which may cause or lead to the subsidence or
cracking of the ground or any part of the Building and shall, when
required by the Landlord or the Head Lessor, distribute any load on any
part of the floor of the Sublet Portions and/or the Common Portions in
accordance with the directions and requirements of the Landlord and the
Head Lessor and in the interpretation and application of the provisions
of this Clause relating to loading the decision of the surveyor or
architect of the Landlord or the Head Lessor shall be final and binding
upon the Subtenant.
10
9
3.8.6 Not to obstruct, litter or make untidy any part of the Property and the
surrounding grounds used in common with the Landlord, Head Lessor and
other persons authorized by them respectively.
3.8.7 Not to place or expose for sale or otherwise or permit or suffer so to
be upon or over the grounds outside the front of the Sublet Portions
and/or the Common Portions any goods or things whatsoever.
3.8.8 Not to use the Sublet Portions and/or the Common Portions or any part
thereof (save for the cafeteria contemplated to be a part of the Common
Portions) or permit the same to be used for the cooking or the
preparation of food nor to permit or suffer anyone to sleep or reside
therein save as otherwise permitted by the Landlord and/or any other
relevant authority.
3.8.9 Not to block up, darken or obstruct or obscure any of the windows or
light belonging to the Sublet Portions and/or the Common Portions or to
the Building.
3.8.10 To ensure that the Subtenant's employees, servants, agents or visitors
do not obstruct those areas of the Property allocated to temporary
vehicle parking or designated as loading/unloading areas and at all
times to comply with the directions of the Landlord's staff or agents
in exercising due control of such areas.
3.8.11 Not to use or permit to be used any lavatories, water-closets or
washroom accommodation in the Building other than that allocated by the
Landlord to the Subtenant (if any) available in the Sublet Portions or
the Common Portions nor any other facilities in the Building save as
otherwise permitted by the Landlord.
3.8.12 To keep the Sublet Portions and/or the Common Portions and every part
thereof clean and in the fullest possible hygienic condition and to
keep all pipes, drains, basins, sinks and water-closets in the Sublet
Portions and/or the Common Portions clean, unblocked and in the fullest
possible hygienic condition. The Subtenant shall not employ in or about
the Sublet Portions and/or the Common Portions any cleaner other than
the cleaning contractor approved by the Landlord to carry out the
cleaning work for the Building and the Subtenant shall not have any
claim against the Landlord in respect of any act, omission or
negligence of such cleaner in or about the performance or purported
performance of his duties.
3.8.13 To ensure that proper measures will be carried out to ensure proper
ventilation and to prevent smoke fumes or unpleasant odours and/or
leakage of any other substances or materials from and in the Sublet
Portions and/or the Common Portions and in the event that the Subtenant
fails to do so the Landlord may take all such measures as the Landlord
reasonably deems necessary to remedy this breach and all reasonable
costs and expenses incurred by the Landlord shall be solely borne by
the Subtenant and deemed to be a debt due from the Subtenant to the
Landlord.
3.8.14 To keep the Sublet Portions and/or the Common Portions free of pests,
rodents, vermin and insects.
3.8.15 Not to erect or install any sign, device, furnishing, ornament or
object which is visible from the street or from any other building and
which, in the reasonable opinion of the Landlord, is incongruous or
unsightly or may detract from the general
11
10
appearance of the Building without the prior written consent of the
Landlord, such consent not to be unreasonably withheld.
3.8.16 To ensure that all doors of the Sublet Portions are safely and properly
locked and secured when the Sublet Portions are not occupied.
3.8.17 Not to place or take into the passenger lift (if any) any baggage,
furniture, heavy articles or other goods or other merchandise save only
such light articles as brief-cases, attache cases and handbags.
3.9 SIGNS, NAME PLATES, ADVERTISEMENTS, ETC
3.9.1 Not to affix, paint, or otherwise exhibit or permit to be affixed,
painted or otherwise exhibited to or upon any part of the exterior of
the Sublet Portions and/or the Common Portions or the external walls,
rails or fences thereof or of the Property any air-conditioning unit,
signboard, announcement, placard, poster, advertisement, nameplate,
flag, flagstaff, wireless or television aerial, or any other thing
whatsoever or on the exterior of the Sublet Portions and/or the Common
Portions or on the windows or doors thereof or of the Property or in or
about any part of the Building except such as may be approved in
writing by the Landlord, the Landlord's approval not to be unreasonably
withheld.
3.9.2 If any signs, signboards, show-boards, name-plates, placards, notices,
hoardings, posters, plaques, advertisements, flag or flag staff or any
other thing whatsoever shall be affixed erected painted or otherwise
exhibited in breach of these provisions, to permit the Landlord and/or
the Head Lessor to enter the Sublet Portions and remove such signs,
signboards, show-boards, nameplates, placards, notices, hoardings,
posters, plaques, advertisements, flag or flag staff or any other thing
whatsoever and to pay the Landlord on demand the expense of so doing.
3.10 TENANTABLE REPAIR
3.10.1 At all times during the continuance of this Sub-Lease:
(a) to keep the Sublet Portions, the Subtenant's fixtures,
fittings, plant, furnishing and equipment therein, the
flooring, interior plaster or other surface material or
rendering on the walls and ceilings of the Sublet Portions and
all doors, windows, glass, locks, fastenings, installations
and fittings for light and power and the Conducting Media or
any of them within and/or serving the Sublet Portions and/or
the Common Portions, in a clean and good state of tenantable
repair and condition (fair wear and tear excepted);
(b) to give immediate notice to the Landlord of any material
damage that may occur to the Sublet Portions and/or the Common
Portions and of any material accident to or defects in the
Sublet Portions and/or the Common Portions or any part of the
Landlord's fixtures or fittings; and
(c) to make good to the satisfaction of the Landlord any damage or
breakage caused to any part of the Sublet Portions and/or the
Common Portions or to any of the Landlord's fixtures and
fittings therein resulting from any action or omission of the
Subtenant, its employees, independent
12
11
contractors, agents or any Permitted Occupier by the bringing
in or removal of the Subtenant's goods or effect.
3.10.2 The obligations of the Subtenant in this Clause 3.10 shall extend to
all improvements and additions to the Sublet Portions and/or the Common
Portions and all the Landlord's fixtures, fittings and appurtenances of
whatever nature affixed or fastened to the Sublet Portions and/or the
Common Portions.
3.10.3 It is understood and agreed that the obligation to effect maintenance,
repair and replacement with respect to the Building (including the
Sublet Portions and Common Portions) and Property is primarily vested
in the Landlord pursuant to Clause 5.9. The Subtenant's obligations
under this Clause 3.10 shall apply to any maintenance, repair and
replacement obligations not comprehended under Clause 5.9.
3.11 YIELD UP IN REPAIR
At the expiration or earlier determination of the Term:-
3.11.1 Quietly to yield up the Sublet Portions (together with, if so requested
by the Landlord, all structures and installations erected or installed
by the Subtenant at the Sublet Portions and/or the Common Portions with
the consent of the Landlord and Head Lessor), all additions and
improvements at the Sublet Portions and/or the Common Portions made by
the Subtenant and all fixtures (other than trade fixtures which may be
fixed or fastened by the Subtenant to or upon the Sublet Portions
and/or the Common Portions with the consent of the Landlord and Head
Lessor) repaired, cleaned, decorated and kept in accordance with the
Subtenant's covenants contained in this Sub-Lease.
3.11.2 If so requested by the Landlord to remove from the Sublet Portions
and/or the Common Portions all or any portion of the fixtures and
fittings installed or erected by the Subtenant and all notices, notice
boards and signs bearing the name of or otherwise relating to the
Subtenant (including in this context any persons deriving title to the
Sublet Portions under the Subtenant) or its business.
3.11.3 To redecorate the Sublet Portions to the reasonable satisfaction of the
Landlord, with two coats of good quality oil paint or emulsion paint
and other appropriate treatment of all internal parts of the Sublet
Portions in a good workmanlike manner using suitable and appropriate
materials as the Landlord may reasonably and properly require.
3.11.4 To make good to the reasonable satisfaction of the Landlord all damage
and defects to the Sublet Portions and the Common Portions resulting
from the removal of the Subtenant's belongings, reinstatement or
redecoration of the Sublet Portions and/or the Common Portions.
3.11.5 If the Subtenant fails to remove the fixtures and fittings, reinstate,
redecorate or make good any damage and defects to the Sublet Portions
and/or the Common Portions in accordance with the provisions of this
Clause 3.11 within fourteen (14) days from the date of notice in
writing to do the same, the Landlord may effect the same at the
Subtenant's cost and expense PROVIDED THAT the Landlord shall carry out
such works within a reasonable period and all reasonable costs and
expenses incurred by the Landlord together with the Rent which the
Landlord shall be entitled to receive had the period within which such
works were effected by
13
12
the Landlord been added to the relevant term which had hitherto expired
or been determined, shall be paid by the Subtenant within seven (7)
days of demand from the Landlord, and in this connection, a certificate
of the Landlord as to the amount of costs and expenses incurred shall
be conclusive and binding on the Subtenant in the absence of manifest
error.
3.12 COMPLIANCE WITH LEGISLATION ETC
3.12.1 Except where such liability may be expressly within the Landlord's
covenants contained in this Sub-Lease, to comply in all respects with
the provisions of all statutes and regulations for the time being in
force and requirements of any competent authority relating to, or
affecting, the Sublet Portions or anything done in or upon the Sublet
Portions and/or the Common Portions by the Subtenant.
3.12.2 In particular but without prejudice to the generality of Clause
3.12.1:-
(a) to comply with all requirements under any present or future
Act of Parliament, order, by-law or regulation as to the use
or occupation of or otherwise concerning the Sublet Portions
and/or the Common Portions;
(b) to comply with the provisions for health, safety and welfare
of persons employed to work in the Sublet Portions and/or the
Common Portions laid down by any law in force and any
regulations thereunder for the time being in force;
(c) to observe and conform with all regulations and restrictions
made by the Landlord and/or Head Lessor or other duly
authorized agents for the proper management of the Property
and the grounds around the Building and notified in writing by
the Landlord or the Head Lessor or their duly authorized
agents to the Subtenant from time to time;
(d) to execute with all due diligence all works to the Sublet
Portions and/or the Common Portions for which the Subtenant is
liable in accordance with this Clause 3.12 and of which the
Landlord has given notice to the Subtenant; and
(e) if the Subtenant shall not comply with Clause 3.12.2(d) to
permit the Landlord and/or the Head Lessor to enter the Sublet
Portions to carry out such works and to pay to the Landlord on
demand the expense of so doing (including surveyors' and other
professional advisers' fees) together with Interest from and
including the date of expenditure until payment by the
Subtenant to the Landlord (such monies to be recoverable as if
they were rent in arrears).
(f) Not to do or omit or suffer to be done or omitted any act
matter or thing in or on the Sublet Portions and/or the Common
Portions (to the extent used by the Subtenant) in respect of
the business, trade or industry carried out or conducted
therein by the Subtenant which shall contravene the provisions
of any laws, rules or regulations now or hereafter affecting
the same.
3.13 COMPLIANCE WITH HEAD LEASE
3.13.1 To observe the provisions in the Head Lease and perform all the
covenants and conditions on the part of the lessee contained in
14
13
the Head Lease (save for the covenant to pay the rent thereby reserved
and those covenants in this Sub-Lease which are to be performed and
observed only by the Landlord) insofar as they relate to the occupation
and use by the Subtenant of the Sublet Portions and/or the Common
Portions. For purposes of giving effect to the foregoing, the
provisions of the Head Lease relating to construction (such as with
respect to construction of the Building and boundary walls or removal
of building materials) or compliance with which would require the
Subtenant to control portions of the Property other than the Sublet
Portions (such as with respect to surveys of the Property, or
maintenance of any gross plot ratio for the Property) shall not be
deemed to relate to the occupation and use of the Sublet Portions.
3.13.2 Not to cause or do or suffer to be done any act or thing in relation to
the Sublet Portions, the Common Portions or the Property or any part
thereof which may as between the Landlord and the Head Lessor
constitute or cause a breach by the Landlord of any of the terms,
covenants, conditions or stipulations on the part of the Landlord to be
observed or performed by virtue of the Head Lease but shall do or
permit to be done any act or thing to comply with or to prevent a
breach of any of such terms, covenants, conditions or stipulations with
no liability on the part of the Landlord and/or the Head Lessor for any
inconvenience, loss, damage, costs, expenses or compensation whatsoever
in the event that the Head Lessor, its servants or authorised agents
with or without workmen, tools and equipment should enter upon the
Sublet Portions to do any act or thing which the Head Lessor is
entitled to do by virtue of the Head Lease or by virtue of any laws,
by-laws, rules or regulations.
3.13.3 The Subtenant hereby acknowledges that it has received copies of the
Head Lease and is acquainted with the terms, covenants, conditions and
stipulations therein.
3.13.4 To comply with, observe and perform all the conditions, to the extent
the same may be performed by the Subtenant, of the Head Lessor's
consent to the Sublease herein, including the payment of any subletting
fee, levy or other imposition which may from time to time be imposed by
the Head Lessor.
3.14 ASSIGNMENT AND SUBLETTING
3.14.1 Not to assign, sublet, grant a licence or part with or share the
possession or occupation of the Sublet Portions and/or the Common
Portions or any part thereof nor permit any other party or person by
way of a licence or otherwise to occupy the Sublet Portions and/or the
Common Portions or any part thereof and not at any time hereafter to
transfer, assign, mortgage, charge, encumber or otherwise deal with the
Sublet Portions and/or the Common Portions and the Subtenant's rights
title and interest under this Sub-Lease.
3.14.2 The provisions of Section 17 of the Conveyancing and Law of Property
Act (Cap. 61) shall not apply to this Sub-Lease.
3.15 DISPOSAL, CLEANING AND OTHER REMEDIAL MEASURES
3.15.1 To make good and sufficient provision for the safe and efficient
disposal of all waste, debris and rubbish, including but not limited to
pollutants in accordance with applicable laws and to the requirements
and satisfaction of the Landlord and Head Lessor, PROVIDED THAT in the
event of default by the Subtenant under this covenant the Landlord may
carry out such remedial
15
14
measures as are reasonably necessary and all costs and expenses
reasonably incurred thereby shall forthwith be recoverable from the
Subtenant as rent in arrears and be repaid on demand.
3.15.2 To make good and sufficient provision for the disposal, cleaning and
all other remedial measures that are necessary at any part of the
Property as a result of any deposit, spillage or disposal of any
material or liquid by the Subtenant or by any of the Subtenant's
employees, independent contractors, agents or any Permitted Occupier,
provided that in the event of default by the Subtenant under this
covenant the Landlord may carry out such remedial measures as are
reasonably necessary and all costs and expenses incurred thereby shall
forthwith be recoverable from the Subtenant as rent in arrears and be
repaid on demand.
3.15.3 To keep the Sublet Portions and/or the Common Portions clean and tidy
and to remove therefrom all debris and rubbish to such place within the
grounds of the Property as the Landlord may designate and in the event
of default by the Subtenant the Landlord may do so and all costs and
expenses incurred thereby shall forthwith be repaid by the Subtenant to
the Landlord on demand.
3.15.4 To employ in or about the Sublet Portions and/or the Common Portions
only those cleaning or waste disposal contractors authorized by the
Landlord to carry out cleaning or waste disposal works in the Building.
Any such authorized contractors so employed by the Subtenant for the
purposes of cleaning or disposing of waste from the Sublet Portions
and/or the Common Portions shall be at the sole expense and
responsibility of Subtenant.
3.15.5 To allow the person or persons for the time being having the contract
for the cleaning of the Building and his or their servants, workmen,
employees, agents, contractors and subcontractors, free ingress and
egress to and from the Sublet Portions for the purposes of cleaning
thereof during business hours.
3.16 LANDLORD'S RIGHT OF INSPECTION AND RIGHT OF REPAIR
3.16.1 To permit the Landlord and its servants or agents at all reasonable
times by prior appointment but at any time if the Head Lessor has
served written notice on the Landlord pursuant to any of the terms of
the Head Lease giving notice of any breach of any of the terms
covenants and conditions of any of the Head Lease, to enter into,
inspect and view the Sublet Portions and examine their condition and
also to take a schedule of fixtures in the Sublet Portions.
3.16.2 If any breach of covenant, defects, disrepair, removal of fixtures or
unauthorised alterations or additions shall be found upon such
inspection for which the Subtenant is liable, then upon notice to the
Subtenant, to execute all repairs, works, replacements or removals
required within fourteen (14) days (or sooner if required by the
Landlord) after the receipt of such notice, to the satisfaction of the
Landlord or its surveyor.
3.16.3 In case of default by the Subtenant, it shall be lawful for workmen or
agents of the Landlord to enter into the Sublet Portions and execute
such repairs, works, replacements or removals.
3.16.4 To pay to the Landlord on demand all costs and expenses so incurred
with Interest from the date of expenditure until the
16
15
date they are paid by the Subtenant to the Landlord (such costs and
expenses and Interest to be recoverable as if they were rent in
arrears), such demand to be accompanied by supporting evidence as to
the amount of the said expenses.
3.17 DANGEROUS GOODS AND UNLAWFUL STORAGE
Not to store or bring upon the Property, the Sublet Portions and/or the
Common Portions or any part thereof, arms, ammunition, unlawful goods,
gunpowder, saltpetre, chemicals, petrol, kerosene, gas, any explosive
or combustible substance or any goods or things which in the opinion of
the Landlord are of an obnoxious, dangerous or hazardous nature and not
to place or leave in the entrance, stairways, passages, corridors,
lobbies or other common parts of the Sublet Portions and/or the Common
Portions, the Building or the Property, any boxes or rubbish or
otherwise encumber the same; PROVIDED ALWAYS that if combustible or
inflammable materials are stored in the Property, the Sublet Portions
and/or the Common Portions or any part thereof with the consent in
writing of the Landlord, any increase in premia for fire or other
insurance as may have been taken out by the Landlord shall be borne by
the Subtenant; PROVIDED THAT this provision shall not prohibit or
restrict the right of the Subtenant to use, store and possess such
chemicals or other materials, the use, storage and possession of which
are necessary or desirable for the uses permitted under Clause 3.4 so
long as the Subtenant otherwise complies with the laws, rules and
regulations applicable to the use, storage and possession of such
chemicals and materials.
3.18 FIRE PRECAUTIONS
3.18.1 To install adequate fire extinguishers or fire fighting or protection
equipment in the Sublet Portions and to ensure that they are at all
times properly maintained and in good working order and repair.
3.18.2 To ensure that all exits in the Sublet Portions are properly marked and
illuminated and that fire-fighting equipment are adequately installed
and provided for thereat.
3.18.3 To keep the Sublet Portions and all fixtures, fittings, installations
and appliances therein in a safe condition by adopting all necessary
measures to prevent any outbreak or occurrence of fire in the Sublet
Portions, to comply with the requirements of the Fire Safety Bureau or
other competent authority and upon written notice from the Landlord to
comply with such reasonable requirements as the Landlord may in its
discretion stipulate as to fire precautions relating to the Sublet
Portions and/or the Common Portions.
3.19 HEAD LESSOR'S AND LANDLORD'S RIGHTS OF ENTRY FOR REPAIRS ETC
In addition and without prejudice to Clause 3.18, to permit the Head
Lessor, the Landlord and the agents, workmen and others employed by the
Landlord and the Head Lessor at all reasonable times by prior
appointment to enter upon the Sublet Portions:-
(a) to inspect, cleanse, repair, remove, replace, alter or execute
any works whatsoever to or in connection with the Conducting
Media and ancillary apparatus, easements or services referred
to in Schedule 2; or
17
16
(b) to effect or carry out any maintenance, repairs, alterations
or additions or other works which the Landlord or the Head
Lessor may consider necessary or desirable in respect of other
parts of the Building, the water, electrical, airconditioning
or other facilities and services of the Building or of the
Property; or
(c) for the purpose of exercising any of the powers and
authorities of the Landlord under this Sub-Lease or for the
purpose of the Head Lessor exercising any of the powers and
authorities of the Head Lessor under the Head Lease; or
(d) to comply with an obligation of repair, maintenance or renewal
affecting the Sublet Portions; or
(e) for the purpose of allowing inspections to be carried out at
the Sublet Portions by the Head Lessor, the Landlord, the
relevant government authorities or regulatory bodies or the
Head Lessor's and/or the Landlord's maintenance contractors;
or
(f) to construct, alter, maintain, repair or fix anything or
additional thing serving the Building, the adjoining premises
or property of the Landlord, and running through or on the
Sublet Portions; or
(g) in connection with the development of the remainder of the
Building, the Property or any adjoining or neighbouring land
or premises.
Without payment of compensation for any nuisance, annoyance or
inconvenience caused to the Subtenant subject to the Landlord (or other
person so entering) exercising such right in a reasonable manner.
3.20 SUITABLE AND PROPER SUPPORTS
The Subtenant shall at its own cost and expense and subject to the
prior approval in writing of the Landlord and the relevant government
authorities provide suitable and proper supports for all machinery,
equipment and installations in connection with the approved usage at
the Sublet Portions and/or the Common Portions. The Head Lessor and the
Landlord shall not be liable for any loss, damage or inconvenience that
the Subtenant may suffer or incur in connection with any defects caused
to the ground/production floor slabs or apron slabs by overloading and
any subsidence or cracking of the ground/production floor slabs or
aprons, drains and driveways of the Sublet Portions and/or the Common
Portions or the Property, or from other defects inherent or otherwise
in the Sublet Portions and/or the Common Portions or the Property.
3.21 CONSTRUCTION AND FACILITY SYSTEM SERVICES UNDER THE SERVICE AGREEMENT
The Landlord and the Tenant each hereby acknowledge that construction
and facility system services are provided by the Landlord under the
Service Agreement. In the event that the Service Agreement is
terminated or amended during the Term and such termination or amendment
has the effect of terminating or reducing the Landlord's provision of
such construction and facility system services, the parties shall in
good faith negotiate amendments or supplements to this Sub-Lease in
respect of each party's obligations to perform the services
contemplated
18
17
in this Sub-Lease (such as, without limitation, maintenance and
repairs).
4. LANDLORD'S COVENANTS
The Landlord hereby covenants with the Subtenant as follows:-
4.1 QUIET ENJOYMENT
That the Subtenant duly paying the Rent hereby reserved and observing
and performing its several covenants and stipulations herein on its
part contained shall peaceably hold and enjoy the Sublet Portions and
use the Common Portions during the Term without any disturbance by the
Landlord or any person lawfully claiming under through or in trust for
the Landlord.
4.2 PERFORMANCE AND OBSERVANCE OF HEAD LEASE
4.2.1 To perform and observe the covenants on the lessee's part contained in
the Head Lease save and except those covenants in this Sub-Lease which
are to be performed and observed by the Subtenant.
4.2.2 To make payment of all rent and rates due to the Head Lessor under the
Head Lease, property tax or assessment by whatever name called as may
be rated or charged on the Sublet Portions (except as hereinbefore
covenanted to be paid by the Subtenant) payable by the Landlord in
respect of the Sublet Portions during the term hereby created.
4.2.3 For the purposes of Clause 3.15, to inform the Subtenant of the terms,
covenants, conditions and stipulations of the Head Lease and any
variations or amendments thereto.
4.2.4 Promptly after the Landlord receives a copy of any notice or other
communication from the Head Lessor with respect to or affecting the
Sublet Portions or the Common Portions, the Landlord shall provide the
Subtenant a copy of such notice or communication. In the event that any
such notice or communication requires performance by the Landlord, or
pertains to the breach, of any of its obligations under the Head Lease,
the Subtenant shall have the right, but not the obligation to perform
such obligation or cure such breach.
4.3 LANDLORD'S REPRESENTATIONS AND WARRANTIES
4.3.1 The Landlord represents and warrants that all applicable covenants,
restrictions, easements, zoning and other legal requirements in effect
as of the date hereof permit the use of Sublet Portions and the Common
Portions for purposes of operating a semiconductor wafer manufacturing
facility and uses accessory and incidental thereto.
4.3.2 The Landlord warrants to the Subtenant that the Landlord has
constructed the Building in a workmanlike manner, in compliance with
(a) all applicable legal requirements, (b) all applicable industry
standards for a semiconductor wafer manufacturing facility and (c) all
requirements of the Head Lease. Save as aforesaid, no other warranties
in respect of the construction of the Building are implied.
19
18
4.3.3 With respect to the property and the construction of the Building, the
Landlord warrants that (a) the Landlord is in compliance with all
applicable environmental and safety laws, rules, regulations and
orders; (b) the Landlord has obtained or will obtain all environmental,
health and safety governmental permits necessary for the holding of the
Property and the construction of the Building and all such governmental
permits are in full force and effect and the Landlord is in compliance
with all terms and conditions of such permits; and (c) the Landlord is
not subject to any judicial or administrative proceeding, order,
judgment, decree or settlement alleging or addressing a violation of or
liability under any environmental or safety laws, rules, regulations
and orders.
4.4 LANDLORD NOT TO ASSIGN
The Landlord shall not assign or transfer this Sub-Lease and/or the
Landlord's right, title and interest under this Sub-Lease to any other
party.
4.5 LANDLORD'S INDEMNITY
The Landlord unconditionally and irrevocably defend, indemnify and keep
harmless and indemnified the Subtenant and its officers, directors and
employees from and against all claims, demands, writs, summonses,
actions, suits, proceedings, judgments, decrees, orders, damages,
costs, losses and expenses of any nature whatsoever (but excluding all
indirect and consequential loss and damage) which the Subtenant or its
officers, directors or employees may suffer or incur and all loss and
damage to the Sublet Portions and the Common Portions arising from or
relating to the existence or Release on or prior to the date hereof in,
on, under or from the Building or the Property of any Contaminant (it
being understood that such indemnity shall cover, without limitation,
an obligation to take any required or appropriate Remedial Action).
For the purposes of the foregoing: (1) "Contaminant" means any waste,
pollutant, hazardous or toxic substance or waste, petroleum,
petroleum-based substance or waste, special waste, or any constituent
of any such substance or waste; (2) "Release" means any release, spill,
emission, leaking, pumping, injection, deposit, disposal, discharge,
dispersal, leaching or migration of a Contaminant into the indoor or
outdoor environment or into or out of any property, including the
movement of Contaminants through or in the air, soil surface water,
groundwater or property; and (3) "Remedial Action" means actions
required under any applicable laws, regulation, rulings, orders or
decisions or under the Head Lease to (i) clean up, remove, treat or in
any other way address Contaminants in the indoor or outdoor
environment; (ii) prevent the Release or threatened Release or minimise
the further Release of Contaminants or (iii) investigate and determine
if a remedial response is needed and to design such a response and
post-remedial investigation, monitoring operation and maintenance and
care.
4.6 LANDLORD'S PERFORMANCE
The Landlord shall perform, in a timely manner and at the cost and
expense of the Landlord, all of Singapore Technologies Pte Ltd's
("STPL") obligations under the Building Agreements (in so far as it is
possible and practicable for the Landlord to perform such obligations)
and shall use commercially reasonable efforts to complete as soon as is
practicable all conditions to the
20
19
conversion of the license granted to STPL under each Building Agreement
into a lease for the benefit of STPL in the form attached to such
Building Agreement.
5. PROVISOS
PROVIDED ALWAYS and it is hereby agreed and declared as follows:-
5.1 TERMINATION BY JURONG TOWN CORPORATION
5.1.1 Notwithstanding any other provision of this Sub-Lease, in the event
that Jurong Town Corporation, at any time before the expiry of the
Term, terminates the Head Lease and in connection therewith or
thereafter, gives notice in writing requiring that this Sub-Lease be
terminated or withdraws its consent to this subletting or becomes
entitled to and re-enters the Property, the Sublet Portions and/or the
Common Portions or any part thereof in the name of the whole, the Term
shall upon the expiry of the said notice or upon the said withdrawal or
upon the said re-entry absolutely determine without prejudice to any
rights and/or remedies which have accrued to either party against the
other for any antecedent breaches under this Sub-Lease but in any event
without the Head Lessor and (if the determination was not caused by any
act or omission of the Landlord) the Landlord being liable for any
inconvenience, loss, damages, compensation, costs or expenses
whatsoever arising from a termination of this Sub-Lease pursuant to
this Clause 5.1.
5.2 DETERMINATION
5.2.1 For the purposes of this Clause an event of default shall occur if:-
(a) any or any part of the Rent reserved by this Sub-Lease shall
be unpaid for thirty (30) days after any of the days when they
become due for payment (whether or not they shall have been
formally demanded); or
(b) the Subtenant shall fail to pay any other moneys hereby
covenanted to be paid on the due date or within thirty (30)
days after demand for payment therefor; or
(c) the, Subtenant shall at any time fail or neglect to perform or
observe any of the covenants, conditions or agreements
contained in this Sub-Lease to be performed or observed by the
Subtenant (other than the covenant for the payment of any
moneys due to the Landlord); or
(d) any distress or execution is levied on the Subtenant's goods
which is not stayed or removed within thirty (30) days after
such levy; or
(e) an event of insolvency shall occur in relation to the
Subtenant.
5.2.2 Upon the occurrence of an event of default, it shall be lawful for the
Landlord or any person or persons duly authorised by the Landlord for
that purpose to re-enter the Sublet Portions (or any part thereof in
the name of the whole) at any time (and even if any previous right of
re-entry has been waived) and to repossess the Sublet Portions
(including any structure or other installation on the Sublet Portions)
and the Term and this Sub-Lease shall absolutely cease and determine
and without the Landlord being required to pay to the Subtenant any
compensation
21
20
or allowance for moneys which may have been incurred by the Subtenant
for the installation or construction of any structure or other
installation on the Sublet Portions.
5.2.3 Re-entry in exercise of the rights contained in Clause 5.2.2 shall be
without prejudice to any rights or remedies of the Landlord in respect
of any breach of any of the covenants by the Subtenant contained in
this Sub-Lease (including the breach in respect of which the re-entry
is made).
5.2.4 Without prejudice to any other rights or remedies of the Landlord, the
Subtenant shall pay to the Landlord compensation and damages for any
loss of rent suffered by the Landlord consequential upon the Landlord
exercising its rights of re-entry.
5.2.5 The expression "an event of insolvency" in Clause 5.2.1 includes
inability of the Subtenant to pay its debts, entry into liquidation
either compulsory or voluntary (except for the purpose of amalgamation
or reconstruction which has been previously approved by the Landlord),
the passing of a resolution for winding up, the making of a proposal to
the Subtenant and its creditors for a composition in satisfaction of
its debts or a scheme of arrangement of its affairs, the application to
the court for the appointment of a judicial manager or the appointment
of a receiver or judicial manager.
5.3 NOTICES
All notices, demands or other communications required or permitted to
be given or made hereunder shall be in writing and shall be
sufficiently served on the Subtenant if the same is addressed to the
Subtenant and sent by telefax to the Subtenant's telefax number at the
Sublet Portions or delivered personally or sent by registered post to
the Sublet Portions or at its registered office recorded with the
Registrar of Companies and Businesses. All notices, demands or other
communications shall be sufficiently served on the Landlord if the same
is addressed to the Landlord and sent by telefax to the Landlord's
telefax number or delivered personally or sent by registered post to
the registered office for the time being of the Landlord. Any such
notice, demand or communication shall be deemed to have been duly
served immediately (if given or made by facsimile or delivered by hand)
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.
5.4. RELATIONSHIP BETWEEN LANDLORD AND SUBTENANT
5.4.1 It is recognised that (i) the Landlord owns 49% of the issued share
capital of the Subtenant and is party with Lucent Technologies
Microelectronics Pte Ltd to a Joint Venture Agreement dated as of
December 19, 1997 (as the same may be amended, modified or
supplemented, the "Joint Venture Agreement") relating to the governance
of the Subtenant and (ii) the Landlord has agreed with the Subtenant
pursuant to the Service Agreement to provide certain administrative,
logistical, safety, environmental, engineering, system, operations
shipping and other services to the Subtenant (including various
services with respect to obligations of the Subtenant hereunder). In
view of the foregoing, and notwithstanding the generality of any other
provision of this Agreement:-.
22
21
(a) the Subtenant shall be deemed to have fulfilled or performed
any obligation hereunder if (i) the same is performed by the
Landlord under the Service Agreement or (ii) the same belongs
to a category of service (for example, environmental and
safety management) that is required to be performed by the
Landlord under the Service Agreement, whether or not such
obligation is actually performed (except to the extent such
obligation is not performed pursuant to the express
instructions of the Subtenant to the Landlord under the
Service Agreement that are contrary to the recommendations of
the Landlord) and, in such circumstances, no default or breach
by the Subtenant shall arise or deem to exist hereunder; and
(b) for so long as the Service Agreement is in effect, any action
taken by the Subtenant or the Landlord (as service provider
under the Service Agreement) which is prohibited hereunder
shall be deemed permitted (except for any action taken by the
Landlord (as service provider under the Service Agreement)
pursuant to the express instructions of the Subtenant that are
contrary to the recommendations of the Landlord).
5.4.2 The Subtenant and the Landlord further acknowledge and agree that the
Common Portions are to be used jointly by the Landlord and the
Subtenant and that, as provided in the other provisions of this
Sublease and in the Service Agreement, the Subtenant has agreed to
compensate the Landlord for its use and the maintenance of the Common
Portions. The Subtenant and the Landlord further agree that with
respect to the Common Portions, notwithstanding any other provision of
this Sub-Lease:
(a) The Landlord shall be responsible for maintaining and
repairing the Common Portions, complying with all statutes and
regulations applicable to the Common Portions and shall be
responsible for any liability applicable to the occupation of
the Common Portions by the Landlord or the use of the Common
Portions by the Head Lessor, the Landlord or any of their
licensees or invitees; and
(b) the Subtenant shall not damage, destroy or otherwise harm the
Common Portions, shall comply with all statutes and
regulations applicable to its use of the Common Portions and
shall be responsible for any liability applicable to the use
of the Common Portions by the Subtenant or its Permitted
Occupiers.
5.5 NO CLAIM BY SUBTENANT
5.5.1 Except as otherwise expressly provided herein, the Landlord shall,
notwithstanding anything herein contained, not be liable to the
Subtenant, nor shall the Subtenant have any claim against the Landlord
in respect of:-
(a) any interruption in services (if any) provided by the Landlord
to the Subtenant under this Sub-Lease, by reason of necessary
repair or maintenance of any installations or apparatus or
damage thereto or destruction thereof by fire, water, riot,
act of God or other cause beyond the Landlord's control or by
reason of mechanical or other defect or breakdown or other
inclement conditions or shortage or manpower, fuel, materials,
electricity or water or by reason of labour disputes or by
reason of any circumstances beyond the Landlord's control
(including but
23
22
not limited to fire, flood, act of God, escape of water, riot,
civil commotion, curfew or emergency);
(b) any act, omission, default, misconduct or negligence of any
xxxxxx, attendant or other servant or employee, independent
contractor or agent of the Landlord and/or the Head Lessor in
or about the performance or purported performance of any duty
relating to the provision of the said services or any of them;
(c) any damage, injury or loss arising out of the leakage of the
piping, wiring and sprinkler system in the Landlord Buildings
and/or any of the Sublet Portions and/or the Common Portions
and/or the structure of such buildings;
(d) any act, omission, default, misconduct or negligence of any
contractor nominated or approved by the Landlord pursuant to
this Sub-Lease and any such contractor appointed by the
Subtenant shall not be deemed to be an agent or employee of
the Landlord;
(e) any damage, injury or loss arising from or in connection with
the use of the carparks at the Property.
5.5.2 The Landlord may, by giving to the Subtenant three (3) months' notice
in writing, once in every calendar year during the Term, shut down the
cleanroom facility systems in the Sublet Portions for such periods to
be mutually agreed between the Landlord and the Subtenant to perform
any maintenance required and the Landlord shall not be liable to the
Subtenant nor shall the Subtenant have any claim against the Landlord
in respect of the shut down.
5.6 WAIVER OF CONSENT
5.6.1 Subject to the provisions of Clause 5.4.1, knowledge or acquiescence by
the Landlord of any breach by the Subtenant of any of the covenants,
conditions or obligations herein contained shall not operate or be
deemed to operate as a waiver of such covenants, conditions or
obligations. No consent or waiver expressed or implied by the Landlord
to or of any breach of any covenant, condition or obligation of the
Subtenant shall be construed as a consent or waiver to or of any other
breach of the same or any other covenant, condition or obligation and
shall not prejudice in any way the rights, powers and remedies of the
parties herein contained.
5.6.2 Any acceptance by the Landlord of Rent payable hereunder or any other
sum payable under this Sub-Lease shall not be deemed to operate as a
waiver by the Landlord of any right to proceed against the Subtenant in
respect of a breach by the Subtenant of any of the Subtenant's
obligations hereunder.
5.7 NO REPRESENTATIONS
The Landlord shall not be bound by any representations or promises with
respect to the Sublet Portions and/or the Common Portions, except as
expressly set forth in this Sub-Lease, with the object and intention
that the whole of the agreement between the Landlord and the Subtenant
shall be set forth herein, and shall in no way be modified by any
discussions which may have preceded the signing of this Sub-Lease.
Without diminishing the scope of the Landlord's warranties under Clause
4.3.2, the Landlord does not expressly or impliedly warrant that the
Sublet
24
23
Portions and/or the Common Portions are now or will remain suitable or
adequate for all or any of the purposes of the Subtenant and all
warranties (if any) as to suitability and adequacy of the Sublet
Portions and/or the Common Portions implied by law are hereby expressly
negated.
5.8 PAYMENTS
The Subtenant covenants to pay to the Landlord promptly as and when due
without demand, deduction, set-off or counterclaim whatsoever all sums
due and payable by the Subtenant to the Landlord pursuant to the
provisions of this Sub-Lease.
5.9 INSURANCE, MAINTENANCE, REPAIR AND REPLACEMENT
5.9.1 Subject to the basis of allocation or reimbursement for the costs and
expenses for any maintenance, repair and replacement in accordance with
sub-clauses 5.9.3, 5.9.4 and 5.9.5, the Landlord shall be responsible
for all maintenance and repair of, and for all upkeep, replacement and
rebuilding works necessary or appropriate relating to, the Building
(including the Common Portions and the Sublet Portions) (the
"maintenance, repair and replacement works"). Such maintenance, repair
and replacement works shall be performed by the Landlord diligently,
promptly and in a good and workmanlike manner, in accordance with all
legal requirements. Such maintenance, repair and replacement works
shall include but are not limited to all maintenance, repairs and
replacements to (a) the structural components of the Building,
including without limitation the roof, roofing system, exterior walls,
bearing walls, support beams, foundations, columns, exterior doors and
windows and lateral support to the Building; (b) assure watertightness
of the Building (including caulking of the flashings) and repairs to
the roof, roofing system, curtain walls, windows, and skylights if
required to assure watertightness; (c) the parking lots, areas and
garages, common areas of the Property and Building, including the
lighting and drainage systems; and (d) landscaping and other
environmental improvements or maintenance of the Building, the
Property; and (e) the plumbing, lawn and fire sprinkler, heating,
ventilation and air conditioning systems, electrical and mechanical
lines and equipment associated therewith, including without limitation
elevators.
5.9.2 The Landlord shall where applicable maintain and enforce the warranties
provided by the Landlord's contractors with respect to the Building
(including the Common Portions and the Sublet Portions). During the
defects liability period for such warranties, the Landlord will enforce
such warranties in order for, as far as possible, the contractors to
either absorb the costs of, or themselves effect, any required repair,
replacement or rebuilding works. This principle shall also apply to any
additional construction contracts entered into by the Landlord with
respect to the Building (including the Common Portions and the Sublet
Portions), although the Landlord shall not in any such contracts be
obligated to negotiate or secure warranties from the contractors.
5.9.3 The Subtenant shall at its own cost and expense maintain liability and
property damage insurance for the Sublet Portions in amounts and on
terms to be mutually acceptable to the Subtenant and the Landlord.
5.9.4 The Landlord shall at its own cost and expense maintain liability and
property damage insurance for the Building (including the
25
24
Common Portions but excluding the Sublet Portions) in amounts and on
terms to be mutually acceptable to the Subtenant and the Landlord.
5.9.5 To the extent that the provisions of Clause 5.9.2 are inapplicable, the
costs and expenses for any maintenance, repair and replacement works
shall be borne as follows:
(a) the Subtenant shall reimburse the Landlord for all such costs
and expenses reasonably incurred by the Landlord for works
performed with respect to Sublet Portions; and
(b) with respect to all such costs and expenses reasonably
incurred by the Landlord for works performed with respect to
the Building (including the Common Portions but excluding the
Sublet Portions ):
(i) to the extent such costs and expenses are covered by
insurance (or, if the Landlord fails to maintain any
insurance required by Clause 5.9.4, would have been
covered by insurance if the Landlord maintained such
insurance), and whether or not the Landlord makes a
claim under its insurance, the Landlord shall bear
such costs and expenses, and
(ii) to the extent such costs and expenses are not covered
by insurance, or are not borne or required to be
borne by the Landlord pursuant to (i) above, the
Subtenant shall reimburse the Landlord for its
Allocable Share of such costs and expenses; Provided,
in all cases under this sub-clause b(ii) the costs
and expenses subject to reimbursement by the
Subtenant shall exclude any costs and expenses
incurred for maintenance, repair and replacement
works with respect to the CSM Portions and all
equipment, machinery, fixtures, and cleanrooms
located or affixed in such area (but will include
costs and expenses for the Conducting Media located
thereon except if such costs and expenses relate
solely to the CSM Portions) .
6. SUBTENANT'S ACKNOWLEDGEMENT
The Subtenant hereby agrees and declares that it has no proprietary
claim to, nor any claim to compensation in respect of any structure or
other installation on the Sublet Portions and/or the Common Portions
which, if removed, will cause structural impact to the Building
notwithstanding that such structure, building or other installation may
have been erected or caused to be erected by the Subtenant at the
Subtenant's expense or with the express or implied consent of the
Landlord, and any right whether in law or in equity which the Subtenant
might otherwise have or claim to have is hereby relinquished by the
Subtenant in favour of the Landlord, and the Subtenant shall indemnify
the Landlord against any claim whatsoever in respect thereof.
7. LEGAL AND OTHER COSTS
The Subtenant shall pay to the Landlord on demand on an indemnity
basis:-
(a) all costs, expenses or charges legal or otherwise including
stamp duty of or connected with the preparation and
26
25
execution of this Sub-Lease and its counterpart and any other
documents related thereto;
(b) all costs, expenses or charges legal or otherwise including
the Landlord's legal costs in connection with any surrender or
other termination of this Sub-Lease otherwise than by
effluxion of time or arising out of the Landlord's default;
(c) all the Head Lessor's and/or the Landlord's costs and expenses
(including solicitors' costs and costs of the Landlord's
architect, engineer, surveyor or other consultants where
applicable) of or connected with the Head Lessor's and/or the
Landlord's consideration, processing and approval or otherwise
of the Subtenant's applications for the Head Lessor's and/or
the Landlord's consent or waiver in respect of any matters
herein;
(d) all legal fees and other costs and disbursements incurred by
the Landlord on a full indemnity basis for or in connection
with demanding and enforcing payment of all monies due
hereunder or the observance and performance of any covenants,
terms and conditions herein contained; and
(e) all goods and services, value added and other duties or taxes
payable on the costs, fees and expenses referred to in this
Clause 7.
8. REMOVAL OF PROPERTY AFTER DETERMINATION
8.1 If at such time as the Subtenant has vacated the Sublet Portions after
the determination of this Sub-Lease, any property of the Subtenant
shall remain in or on the Sublet Portions and/or the Common Portions
and the Subtenant shall fail to remove the same within seven (7) days
after being requested by the Landlord so to do by a notice to that
effect then the Landlord may as the agent of the Subtenant sell such
property and shall then apply the proceeds of sale after deducting the
costs and expenses of removal, storage and sale reasonably and properly
incurred by it towards discharging any sum due from the Subtenant to
the Landlord under the provisions of this Sub-Lease and shall hold the
balance thereof (if any) to the order of the Subtenant.
8.2 The Subtenant shall indemnify the Landlord against any liability
incurred by it to any third party whose property shall have been sold
by the Landlord in the bona fide mistaken belief (which shall be
presumed unless the contrary be proved) that such property belonged to
the Subtenant and was liable to be dealt with as such pursuant to this
Clause 8.
9. POWER FOR LANDLORD TO DEAL WITH ADJOINING PROPERTY
9.1 The Landlord may deal as it may think fit with other property belonging
to the Landlord adjoining or nearby the Sublet Portions and/or the
Common Portions PROVIDED ALWAYS THAT no such dealing shall adversely
affect Subtenant's quiet enjoyment of the Sublet Portions and the use
thereof and of the Common Portions as contemplated by this Sublease.
The Landlord may erect or suffer to be erected on such property any
buildings whatsoever whether or not such buildings shall affect or
diminish the light or air which may now or at any time be enjoyed by
the Subtenant in respect of the Sublet Portions and/or the Common
Portions.
9.2 The Landlord shall have the right at all times without obtaining any
consent from or making any arrangement with the Subtenant to
27
26
alter, reconstruct or modify in any way whatsoever or change the use of
those parts of the Building or the Property, the use of which is
granted in common with the Landlord and others so long as proper means
of access to and egress from the Sublet Portions and/or the Common
Portions are afforded and essential services are maintained at all
times.
9.3 Notwithstanding any limitation set forth herein on the liability or
obligations of Chartered Semiconductor Manufacturing Ltd in its
capacity as "Landlord" hereunder to the Subtenant, such limitations
shall not restrict, limit or otherwise negate any liability or
obligation of Chartered Semiconductor Manufacturing Ltd to Silicon
Manufacturing Partners Pte Ltd in any other capacity that may arise
under any other contractual obligation or by law.
9.4 Notwithstanding any limitation set forth herein on the liability or
obligations of Silicon Manufacturing Partners Pte Ltd in its capacity
as "Subtenant" hereunder to the Landlord, such limitations shall not
restrict, limit or otherwise negate any liability or obligation of
Silicon Manufacturing Partners Pte Ltd to Chartered Semiconductor
Manufacturing Ltd in any other capacity that may arise under any other
contractual obligation or by law.
10. UNTENANTABILITY
In case the Sublet Portions and/or the Common Portions comprised in the
Building or any part thereof shall be destroyed or rendered unfit for
use by fire (except where such fire shall have been caused by the
default or negligence of the Subtenant or any Permitted Occupier(s)
whereby payment of the policy monies under any policy of insurance is
refused) during the Term then and in such case and so often as the same
shall happen the Rent hereby reserved or a fair and just proportion
thereof according to the extent of the damage sustained shall cease and
be suspended during and for so long as such Sublet Portions and/or the
Common Portions or any part thereof shall remain unfit for use or
occupation by reason of such destruction or injury Provided that if
such Sublet Portions and/or the Common Portions or any part thereof
shall remain unfit for use and occupation for a period of three (3)
months either party shall be at liberty by notice in writing to the
other to terminate this Sub-Lease and upon such notice being given the
Term shall absolutely cease and determine but without prejudice to any
right of action of either party in respect of any antecedent breach of
this Sub-Lease by the other.
11. SPECIFICATION OF SUBLET PORTIONS AND NOTICE TO TAKE POSSESSION
11.1 As soon as practicable after the clean room at the Sublet Portions are
ready for equipment installation the Landlord shall give written notice
("Notice to take possession") to the Subtenant requiring the Subtenant
to take possession of the Sublet Portions. The Subtenant shall take
possession of the Sublet Portions within seven(7) days from the date of
the Notice to take possession.
11.2 For the purpose of Clause 11.1, the cleanroom within the Sublet
Portions is ready for equipment installation upon the Landlord's
receipt of the certificate as per the specifications in the
construction management contract between the Landlord and Xxxxxxxx &
Xxxxx that the cleanroom is ready for equipment move-in/installation,
which certificate is expected to be provided by Xxxxxxxx & Xxxxx not
later than 1st April 1998
28
27
12. TERMINATION BY SUBTENANT
In the event that Certificate of Statutory Completion for the Building
is still not issued by 1st September 1998, (or such later date as may
be mutually agreed upon to be beneficial to both the Landlord and the
Subtenant) the Subtenant shall be entitled by written notice thereof to
rescind this Sub-Lease whereupon all moneys paid by the Subtenant to
the Landlord shall forthwith be refunded free of interest to the Tenant
and neither party shall have any claim or compensation against the
other party.
13. VALIDITY OF CLAUSES
If any one or more of the provisions contained in this Sublease shall
be deemed invalid, unlawful or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected
or impaired.
14. GOVERNING LAW AND JURISDICTION
14.1 This Sub-Lease shall be construed and governed by the laws of
Singapore.
14.2 In case any dispute or difference shall arise between the Landlord and
Subtenant as to the construction of this Sub-Lease or as to any matter
or thing of whatsoever nature arising hereunder or in connection
herewith, including any question regarding its existence, validity or
termination, such dispute or difference shall promptly be submitted to
a committee comprising one Board member from each of the Subtenant
(such Board member shall not be a Director of the Landlord) and the
Landlord. If such committee is unable to resolve such dispute within 21
days of such submission, it shall submit the dispute to a committee
comprising one senior manager from each of the Subtenant and the
Landlord, being in the case of:-
Landlord : the President
Subtenant : the Customer Satisfaction Vice President of Lucent
Technologies Inc.
If such senior managers are unable to resolve such dispute within 14
days of such submission, it shall be submitted to a committee
comprising one senior officer from each of the Subtenant and the
Landlord being in the case of:-
Landlord : the Chairman of the Board of the Landlord
Subtenant : President of Lucent Microelectronics Group.
14.3 If such senior officers are unable to resolve the dispute within 14
days of such submission, it shall be submitted to a single arbitrator
to be appointed by the Subtenant and the Landlord (the "Arbitrator").
If the parties fail to agree on an Arbitrator within 14 days after the
Subtenant or the Landlord has given to the other in dispute a written
request to concur in the appointment of an Arbitrator, a single
arbitrator (the "ICC Arbitrator") to be appointed on the request of the
Subtenant or the Landlord within 10 days after the 14 day period by the
International Chamber of Commerce and such submission shall be a
submission to arbitration in accordance with the Rules of
29
28
Conciliation and Arbitration of the International Chamber of Commerce
as presently in force by which the parties agree to be so bound. The
Arbitrator or the ICC Arbitrator, as applicable, shall have 14 days
after his appointment to request and receive all information (whether
written or oral) relating to the dispute from the Subtenant and the
Landlord.
Each of the Subtenant and the Landlord shall use its commercially
reasonable efforts to comply with all of such requests for information.
The place of arbitration shall be Singapore and the arbitration shall
be conducted wholly in the English language. The Arbitrator or the ICC
Arbitrator, as applicable, shall render his decision within 30 days
after his appointment or, in the event the Arbitrator or the ICC
Arbitrator, as applicable, requires any hearings or proceedings with
respect to such arbitration, within 15 days after the completion of
such hearings or proceedings.
14.4 Nothing shall affect the right to serve process in any manner permitted
by law.
15. PROVISION FOR RENEWAL
The Subtenant shall have the right to renew this Sub-Lease in
accordance with the terms and conditions set forth in Schedule 4.
30
29
SCHEDULE 1
TOGETHER WITH (but to the exclusion of all other liberties, easements, rights or
advantages):-
1. The right for the Subtenant and others duly authorised by the Subtenant
of ingress to and egress from the Sublet Portions and/or the Common
Portions in over and along all the usual entrances, landings, lifts,
lobbies and corridors in the Building and all necessary roadway,
entrances, ramps and loading docks in the Property leading or related
to the sublet Portions and the Common Portions in common with the
Landlord and all others so authorised by the Landlord and all other
persons entitled thereto, such right being only so far as is necessary
and as the Landlord can lawfully grant;
2. The right for the Subtenant and others duly authorised by the Subtenant
to use such sufficient toilet facilities in the Building as shall be
designated from time to time in writing by the Landlord but such user
shall be in common with the Landlord and all others so authorised by
the Landlord and all other persons entitled thereto;
3. The right for the Subtenant and all others authorised by the Subtenant
to enjoy the benefit of the water, gas, sewage, electricity,
air-conditioning, telephone and other services or supplies installed in
or from and to the Building in common with the Landlord and all others
so authorised by the Landlord and all other persons entitled thereto;
and
4. The right for the Subtenant to use the plant, machinery, equipment and
appliances in the Common Portions (whether in common with the Landlord
or otherwise) on the terms and to the extent agreed upon by the
Landlord and the Subtenant from time to time.
SCHEDULE 2
EXCEPTING AND RESERVING unto the Landlord:-
1. the right to the free and uninterrupted passage and running of water,
gas, sewage, electricity, air-conditioning services, telephone and
other services or supplies from and to other parts of the Building in
and through the Conducting Media and ancillary apparatus which now are
or may during the Term be in, on, under or over the Sublet Portions.
2. all rights of entry upon the Sublet Portions referred to in clause 3 of
this Sub-Lease.
31
30
SCHEDULE 3
1. SUBTENANT'S LIABILITY TO PAY RENT
1.1 The Subtenant shall during the Term pay to the Landlord the monthly
Rent by equal monthly payments in advance on the first day of each
month (each a `Payment Date').
1.2 On or before the date of commencement of the Term, the Subtenant shall
pay to the Landlord the pro-rated Rent calculated from the date of
commencement of the Term up to and including the day immediately
preceding the next Payment Date, and thereafter the Rent shall be paid
on each succeeding Payment Date.
1.3 The Rent payable by the Subtenant shall be the aggregate of :-
(a) a monthly charge of S$535,883.00 being the rent for the Sublet
Portions;
(b) a quarterly charge (payable on the 1st day of each of the
months of January, April, July and October of each year) equal
to the Allocable Share of the ground rent payable by the
Landlord to the Head Lessor in respect of the Property under
the provisions of the Head Lease; and
(c). a monthly charge of S$1,108,998.00 being reimbursement over
the Term of the cost and expenses of installation of
facilities and mechanical and electrical fittings on the
Property incurred by the Landlord prior to the commencement of
the Term in respect of the Sublet Portions and the Common
Portions.
1.4 In the event of the Head Lessor increasing the ground rent in respect
of the Property, the Rent payable by the Subtenant shall be increased
to such an amount equivalent to the Allocable Share of such increase by
the Head Lessor and payable with effect from the date of such increase
by the Head Lessor. A notice by the Landlord specifying the amount and
effective date of such increase shall be final and conclusive and
binding on the Subtenant.
1.5 In the event that both the Landlord and the Subtenant mutually shall
after the commencement of the Term decide that additional facilities
and mechanical and electrical fittings are required to support the
parties' operations at the Property, the Landlord and the Subtenant
shall in good faith negotiate and agree on the proportions of the cost
and expenses of the installation of such additional facilities and
mechanical and electrical fittings to be borne by the respective
parties and the Rent, where applicable, shall be adjusted accordingly.
32
31
SCHEDULE 4
PROVISIONS OF RENEWAL
1. The Subtenant shall be entitled to two (2) options to renew its
sub-lease hereunder subject to the following terms and conditions:-
(a) Each renewal period shall hereinafter be called an Option
Term, for the following periods:-
First Option Term: for a period of ten (10) years
commencing on the day after the expiry of
the Term.
Second Option Term: for a period commencing on the day after
the expiry of the First Option Term and
ending on 14 February 2024.
(b) There shall be at the time of each renewal a valid sub-lease
in force in respect of the Sublet Portions and no action shall
have been commenced by the Landlord under Clause 5.2 of this
Sub-Lease (or the equivalent clause thereof in the sub-lease
then applicable).
(c) The Subtenant shall have given written notice ("Subtenant's
Notice") to the Landlord of its intention to exercise its
option to renew, such notice to be given not later than six
(6) months prior to expiration of the term of the sub-lease
then in force.
(d) At the time the Subtenant's Notice shall be served there shall
not be any existing breach or non-observance of any covenants
of the Subtenant under the sub-lease then in force in respect
of the Sublet Portions and/or the Common Portions.
2. Each renewal shall be in respect of the whole of the Sublet Portions
and not part thereof unless otherwise agreed by the Landlord in
writing.
3. The Rent for any renewal term shall consist of the following
components:.
(a) a rent for the Sublet Portions payable in equal monthly
installments through the renewal term in an amount equal to
(i) the difference between the residual value (as of the
beginning of the renewal term) of the Sublet Portions and the
Allocable Share of the Common Portions (as previously agreed
to by the parties) and the residual value (as of the end of
the renewal term) of the Sublet Portions and the Allocable
Share of the Common Portions (as agreed to by the parties on a
reasonable basis at the time of renewal) plus (ii) an amount
sufficient to provide the Landlord with a per annum return of
7% on the amount specified under sub-clause (i) above;
(b) the Subtenant's Allocable Share of the ground rent payable by
the Landlord to the Head Lessor under the Head Lease in
respect of the Property under the provisions of the Head
Lease; and
33
32
(c) a monthly charge in an amount to be determined by the Landlord
and the Subtenant representing reimbursement of the costs and
expenses of the installation of facilities and mechanical and
electrical fittings on the Property incurred by the Landlord
in respect of the Sublet Portions an/or the Common Portions.
The monthly charge may include reimbursement for costs and
expenses incurred by the Landlord that were not fully
reimbursed in the previous term of this Sub-Lease and/or costs
incurred by the Landlord during the term of such new
sub-lease. Any interest component of such reimbursement shall
be determined by the parties at such time as the parties agree
on the terms and conditions of such installation work.
4. The new sub-lease shall, save for the new rent and the modifications to
the option terms necessary to reflect the previous exercise of renewal
options, be in the same form and substance as the then existing
sub-lease except for such changes to the terms thereof as are agreed
upon between the Landlord and the Subtenant.
34
33
APPENDIX I
(to the Sub-Lease)
Plan of Demised Premises
(clause 1.1 of the Sub-Lease)
35
34
IN WITNESS WHEREOF the parties have executed this Sub-Lease.
The Landlord
Signed by Tan Xxxx Xxxx )
President & CEO )
--------------------------- )
for and on behalf of )
the Landlord Chartered ) /s/ TAN XXXX XXXX
Semiconductor Manufacturing )
Ltd in the presence of:- )
/s/ XXXXXX HON
----------------------------
Xxxxxx Hon
Senior Manager, Legal
The Subtenant
Signed by Xxxx X. Xxxxxx )
for and on behalf of )
the Subtenant Silicon ) /s/ XXXX X. XXXXXX
Manufacturing Partners Pte Ltd )
in the presence of:- )
/s/ XXXXXX XXXXXX
----------------------------
Xxxxxx Xxxxxx
Attorney
DATED THIS 17th DAY OF February 1998
