Exhibit 4(k)
DATED THIS 3rd DAY OF October, 2000
BETWEEN
XXX XXXX REALTY (PTE) LTD
AND
ISE LABS SINGAPORE PTE LTD
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SUB-LEASE AGREEMENT
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THIS Sub-lease is made the 3(rd) day of October Two Thousand (2000) Between WAN Parties
TIEN REALTY (PTE) LTD, a company incorporated in the Republic of Singapore and
having its registered office at 00 Xxxxxxxx Xxxx #00-00 Xxxxxxxx Xxxxx, Xxxxxxxxx 000000
(hereinafter referred to as "the Sub-lessor") of the one part AND ISE LABS, SINGAPORE
PTE LTD (Company Registration No. 199800834K) a company incorporated in the
Republic of Singapore and having its registered office at 0 Xxxxxxx Xxxxxxxxx #00-00
Xxxxxx Xxxxx 0 Xxxxxxxxx 000000 (hereinafter referred to as "the Sub-Lessee") of the
other part.
WITNESSETH as follows:
1. IN CONSIDERATION of the rents and the Sub-lessee's covenants hereinafter reserved Demise
and contained the Sub-lessor hereby demises unto the Sub-lessee ALL THAT premises
more particularly described in the First Schedule hereto (hereinafter called "the Demised
Premises") being a part of the Industrial Park known as "TECHNOPARK @ XXXX
XXXX", Xxxx Xxxx Road, Singapore (hereinafter called "the Industrial Park") together with
(but to the exclusion of all other liberties easements rights or advantages):
(a) The right for the Sub-lessee and others duly authorised by the
Sub-lessee of ingress and egrees to and from the Demised Premises in
over and along all the usual entrances landings lifts and passage
ways leading thereto in common with the Sub-Lessor and all others so
authorised by the Sub-lessor and all other persons entitled thereto,
such rights being only so far as is necessary as the Sub-lessor can
lawfully grant.
(b) The right to the free and uninterrupted use of all electric,
telephone and other pipes, wires and cables upon through or under
adjacent premises in the Industrial Park all such rights to be so far
as is necessary for the enjoyment of the Demised Premises and in
common with the Sub-lessor and others so authorised by the Sub-
lessor and all other persons entitled thereto.
(c) The right for the Sub-lessee and all others authorised by the
Sub-lessee to the use and benefit of the air-conditioning system
installed in the Industrial Park in common with the Sub-lessor and
all others so authorised by the Sub-lessor and all other persons
entitled thereto.
(d) The right for the Sub-lessee and others authorised by the Sub-lessee
to the use of such sufficient toilet facilities in the Industrial
Park as shall be provided by the Sub-lessor but such use shall be in
common with the Sub-lessor and all others so authorised by the
Sub-lessor and all other persons entitled thereto.
EXCEPTING AND RESERVING unto the Sub-lessor the free uninterrupted use of all Annual Rent
gas water and other pipes, electric telephone and other wires conduits flues and drains in
through or under the Demised Premises TO HOLD the Demised Premises unto the Sub-
Lessee for the term of three (3) years from the 16(th) day of July 2000 (hereinafter called the
"Date of Commencement") YIELDING AND PAYING THEREFOR during the term hereby
created the rent calculated at the rate specified in the Second Schedule hereto, and the rent
shall be paid in advance and clear of all deductions by three-monthly payments respectively
on the 1(st) day of January, April, July and October in each year (hereinafter called the
"Payment Dates"). Provided that on or before the Date of Commencement the Sub-lessee
shall pay to the Sub-lessor a pro-rated quarterly payment calculated from the Date of
Commencement up to the day immediately before the next Payment Date and thereafter the
rent shall be paid on the Payment Dates.
2. The Sub-lessee hereby covenants with the Sub-lessor as follows: Sub-lessee's
Covenants
(a) To pay the said rent on the Payment Dates and in the manner Rent
aforesaid.
(b) To pay to the Sub-lessor on or before the execution of this Sub-lease Deposit
the sum of Dollars Forty-Three Thousand Two Hundred and Ninety-Six
Only ($43,296.00) equivalent to three (3) months' rent to be held by
the Sub-lessor as security for the due observance and performance by
the Sub-lessee of all and singular the several covenants conditions
stipulations and agreements on the part of the Sub-lessee herein
contained, which sum shall be maintained at this figure during the
term hereby created and shall not be deemed to be or treated as
payment of the rent and the same shall be refunded to the Sub-lessee
without interest on the expiration of the term hereby created less
such sum as may be due to the Sub-lessor.
Provided that in lieu of payment of the said sum of Dollars, the
Sub-lessee may obtain and deliver to the Sub-lessor a guarantee in
writing or an irrevocable letter of credit issued by a bank
acceptable to the Sub-Lessor undertaking to pay the said sum on
demand by the Sub-lessor which guarantee or irrevocable letter of
credit shall be on terms and conditions acceptable to the Sub-lessor.
(c) To pay to HDB all sub-letting fees and impositions whatsoever which Sub-letting Fees
are now or which at any time hereafter during the term hereby created
may be imposed or charged in respect of the sub-letting of the
Demised Premises to the Sub-lessee.
(d) (i) During the term hereby created to pay and increase of property Property Tax and
tax or other imposition of a like nature by whatever name called Other Taxes
whether by way of an increase in the rate of tax or imposition
or an increase in the annual value not being the first increase
in the annual value brought abut by the erection and
construction of the Industrial Park over and above the amount of
such property tax or imposition levied or imposed as at the Date
of Commencement where such increase is due or attributable to an
increase in the rate of property tax payable or an increase in
the annual value aforesaid and to pay any new imposition
(including surcharge on property tax) by whatever name called
which may hereafter be levied or imposed on the Demised
Premises. In the event of the Demised Premises not being
separately assessed but the Industrial Park being assessed as a
whole then for the purpose of ascertaining the additional or
other amount payable by the Sub-lessee under this Clause any
such increase in property tax or outgoing or any new imposition
shall be apportioned and the Sub-lessee shall pay such
proportion thereof as the floor area of the Demised Premises
bears to the total area of the rentable floor space in the
Industrial Park.
(ii) It is hereby agreed that the rent and other sums payable by the
Sub-lessee under this Sub-lease (hereinafter collectively called
"the Agreed Sum") shall, as between the Sub-lessor and the
Sub-lessee, be exclusive of any applicable goods and services
tax, imposition, duty and levy whatsoever (hereinafter
collectively called "Taxes") which may from time to time be
imposed or charged before, on or after the commencement of this
Sub-lease (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 Sub-lessee shall pay all such Taxes or reimburse the
Sub- lessor for the payment of such Taxes, as the case may be,
in such manner and within such period as to comply or enable the
Sub-lessor to comply with any applicable orders or directives of
the Authorities and the relevant laws and regulations.
If the Sub-lessor or the Sub-lessee (or any persons 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):-
(aa) the Sub-lessee shall pay, without requiring any notice from
the Sub- lessor all such Taxes for its own account (if the
liability to pay is imposed on the Sub-lessee), or on
behalf of and in the name of the Sub- lessor (if the
liability to pay is imposed on the Sub-lessor) on receipt
of written notice from the Sub-lessor, and without
prejudice to the foregoing, if the law requires the
Sub-lessor to collect and to account for such Taxes, the
Sub-lessee shall pay such Taxes to the Sub-lessor (which
shall be in addition to the Sub-lessee's liability to pay
the Agreed Sum) on receipt of written notice from the
Sub-lessor; and
(bb) the sum payable by the Sub-lessee in respect of which the
relevant deduction, withholding or payment is required on
account such Taxes, shall be increased to the extent
necessary to ensure that after the making of the aforesaid
deduction, withholding or payment, the Sub-lessor or any
person or persons to whom such sum is to be paid, receives
on 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 no
such deduction, withholding or payment been required or
made.
The rights of the Sub-lessor under this clause shall be in
addition and without prejudice to any other rights or powers of
the Sub-lessor under any applicable order or directive of the
Authorities or any relevant law or regulation, to recover from
the Sub-lessee the amount of such Taxes which may be or is to be
paid or borne by the Sub-lessor.
The Sub-lessee shall indemnify and hold harmless the Sub-lessor
from any losses, damages, claims, demands, proceedings, actions,
costs, expenses, interests and penalties suffered or incurred by
the Sub-lessor 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 Sub-lessee in the payment and discharge of any
such Taxes.
Without prejudice to any of the foregoing provisions, the
Sub-lessee shall pay and reimburse the Sub-lessor for all goods
and services tax which may from time to time be imposed or
charged before, on or after the commencement of this Sub-lease
in respect of any supply which may be determined by The
Comptroller of Goods and Services Tax under or in connection
with the occupation and lease of the Demised Premises and the
Sub-lessee shall indemnify and hold harmless the Sub-lessor from
any losses, damages, claims, demands, proceedings, actions,
costs, expenses, interests and penalties suffered or incurred by
the Sub-lessor in respect of any such goods and services tax.
(e) To pay all stamp duty and all the Sub-lessor's legal costs Legal and Other
charges and expenses of and incidental to the preparation Costs
completion stamping and registration of this Sub-lease and or
any surrender or other termination thereof otherwise then by
effluxion of time and in case of default by the Sub-lessee in
performing or observing any covenants herein contained or
implied the Sub-lessee shall pay to the Sub-lessor all legal
costs and expenses on an indemnity basis and all other costs
charges and expenses for which the Sub-lessor shall become
liable in consequence of or in connection with any default
within seven (7) days of the Sub-lessor requesting him so to do.
(f) To pay all rates charges and the like (including taxes) for PUB and Other
services supplied and metered separately to the Demised Premises Charges
and charged by the Public Utilities Board or other
authority(ies) or undertaking and in the event of such services
not being supplied and metered separately to the Demised
Premises to pay to the Sub- lessor a proportionate part of the
cost thereof, such cost to be calculated by the Sub-lessor and
notified to the Sub-lessee in writing and such notification
shall be accepted by the Sub-lessee as final and conclusive as
to the amount thereof and in the event of the Public Utilities
Board or other authority(ies) or undertaking responsible for the
supply of services supplied and used in the Industrial Park
increasing the charges therefor the Sub-lessee shall pay to the
Sub-lessor a proportionate part of such increased costs as
calculated by a Sub-lessor and notified to the Sub-lessee in
writing which notification shall be accepted by the Sub-lessee
as final and conclusive as to the amount thereof. Subject to the
approval of HDB, the Sub-lessor may cause to be installed in the
Industrial Park at the expense of the Sub-lessee separate meters
to measure the consumption of the said services by the
Sub-lessee. Provided Always that nothing herein shall render it
obligatory on the part of the Sub-lessor to supply or cause to
be supplied such services to the Demised Premises, unless
expressly agreed to by the Sub- lessor.
(g) Subject to all approvals being obtained by the Sub-lessee from Electrical And Other
the HDB and the relevant authorities, to install at the Appliances
Sub-lessee's own cost and expense and all electrical or other
appliances including telephones and teleprinters (as the Sub-
lessee may require) in such a manner that the wires shall not
run across the floor or ceiling or along the walls of the
Demised Premises so as to be visible in the Demised Premises but
shall be concealed in metal conduits and if running along the
floor shall be concealed in the ducts in the underfloor
trunking.
(h) Without prejudice to Clause 2(n) hereof to give notice forthwith Notice of Damage
to the Sub-lessor of any damage that may occur to the Demised
Premises and of any accident to or defect in the water pipes,
gas pipes, electrical wiring, air-conditioning ducts or any
other fittings and/or fixtures therein.
(i) Subject to the prior written consent of the Sub-lessor and to Internal Fittings and
all approvals being obtained by the Sub-lessee from the relevant Works
authorities to carry out within the Demised Premises at the
Sub-lessee's own cost and expense all fittings and works which
are not provided by the Sub-lessor including all or any of the
following as may be necessary:
(i) partitioning within the Demised Premises;
(ii) installation of all necessary air-conditioning distribution
ducts connecting the same to the main air-conditioning
ducts of the Industrial Park;
(iii) installation of all necessary electrical wiring conduits
fittings and fixtures;
(iv) provision of interior plaster or other materials or
rendering on walls floors and ceiling; and
(v) where water or gas is to be supplied to the Demised
Premises, installation water and other pipes apparatus
fittings fixtures and all necessary plumbing.
All debris and waste materials of whatever nature resulting from
the aforesaid works shall be disposed by the Sub-lessee in a
manner prescribed by the Sub- lessor failing which the
Sub-lessor reserves the right (without being under any
obligation to do so) to dispose of the same and all costs and
expenses incurred by the Sub-lessor in this respect shall be
paid by the Sub-lessee to the Sub-lessor within seven (7) days
of the Sub-lessor notifying the Sub-lessee of the amount hereof.
(j) To use for carrying out the works referral to in Clause 2(i) Installations and
above materials of such standards as to type quality and size as Partitions
the Sub-lessor shall determine and cause such partitions
installations and other works to be carried out in the Demised
Premises in accordance with plans specifications that shall have
received the prior written approval of the Sub-lessor and the
relevant authorities. Such works shall only be effected by a
contractor approved by the Sub-lessor and in accordance with
approved plans and specifications under the supervision of an
architect or engineer approved by the Sub-lessor and the
completion thereof shall be subject to approval by the
Sub-lessor and the Sub-lessee shall not make any additions,
alterations or renovations to the said works except with the
prior approval in writing of the Sub-lessor.
(k) Not to make or permit to be made any works alterations in or Alterations and
additions to the Demised Premises or any part thereof or the Additions
fixtures and fittings therein without having first obtained the
written consent of the Sub-lessor and the relevant authorities
and in the event of such consent being given to carry out at the
Sub- lessee's own cost and expense such alterations or additions
with such materials and in such manner and at such time(s) as
shall be designated by the Sub-lessor.
(l) The fees of any architect engineer or other consultant employed Fees of Architects
by the Sub-lessor for the purpose of considering and approving Engineers etc.
any plans specifications materials and all works carried out by
the Sub-Lessee and all other costs, charges and expenses
incurred by the Sub-lessor in connection therewith shall be a
debt due from the Sub-Lessee to the Sub-Lessor and shall be paid
by the Sub-lessee to the Sub-lessor within seven (7) days of the
Sub-lessor notifying the Sub-lessee of the amount thereof. No
delay in carrying out and completing all or any of the said
works (including installations of telephones and teleprinters)
in at or about the Demised Premises, whether caused by any
governmental and/or statutory authorities or otherwise, shall be
a ground for postponing the commencement of the term hereby
created or relieve in any way the Sub-lessee from the
performance and observance of the covenants conditions and
stipulations herein contained and on his part to be performed
and observed.
(m) (i) Not to use or permit the Demised Premises for purposes other Permitted Use of
than for testing of semiconductors. Demised Premises
(ii) To use at least 60% of the overall floor area of the
Demised Premises for pure industrial activities inclusive
of ancillary store and the remaining 40% of the said
overall floor area as ancillary office, independent
warehouse, showroom and communal facilities. The Sub-lessee
are not to use any part of the Demised Premises for
commercial office and storage unrelated to the approved
industrial activity.
(n) To permit the Sub-lessor and its agents with or without workmen Access to Demised
and others and with or without appliances and/or materials from Premises
time to time at all
reasonable times to enter upon the Demised Premises or any part
thereof and to view, inspect and test the condition thereof, or
make such investigations as the Sub-lessor may deem necessary,
and to do such works and things as may be required for any
repairs rectifications alterations or improvements to the
Demised Premises or any part or parts of the Industrial Park,
and forthwith to repair amend and make good in proper and
workmanlike manner any defects for which the Sub-lessee is
liable and of which a written notice shall be given to the
Sub-lessee or left on the Demised Premises and to pay the
Sub-lessor's cost of survey or otherwise in respect of the
preparation of any such notice and if the Sub-lessee shall not
within such period of time as required by the Sub-lessor proceed
diligently with the execution of such repairs rectifications or
works then the Sub-lessor may enter upon the Demised Premises
and execute such repairs rectifications or works and the cost
thereof shall be a debt due from the Sub-lessee to the
Sub-lessor and shall be paid by the Sub-lessee to the Sub-lessor
within seven (7) days of the Sub-lessor notifying the Sub-lessee
of the amount thereof. The Sub-lessee shall also permit and/or
allow the Sub-lessor their employees servant agents and/or such
other person as may be authorised by the Sub-lessor from time to
time to enter and remain upon the Premises or any part thereof
as may be required by the Sub-lessor for the purposes of the
Sub-lessor's works of whatsoever nature to the Premises. The
costs of such works shall be borne by the Sub-lessor and neither
the Sub- lessor nor the Sub-lessee shall have any claims
(whether for direct indirect and/or consequential losses) in
connection with the said works unless such works are
necessitated by a breach act omission and/or default by the
Sub-lessee or if the Sub-lessee is liable for the same.
(o) At all times to keep the interior of the Demised Premises the Tenantable Repair
flooring and interior plaster and other surface materials or
rendering on walls and ceilings and fixtures thereon and therein
including doors, windows, glass, locks fastening electric wires
and installations and fittings for light and power in a clean
and good state of tenantable repair and decorative order and
condition (fair wear and tear excepted) and to replace or repair
any part of the Demised Premises and the fixtures and fittings
therein which shall be broken or damaged and further if any
damage is caused to the Sub-lessor or to any person whomsoever
directly or indirectly through the said damaged condition of any
part of the interior of the Demised Premises the flooring and
interior plaster and other surface materials or rendering on
walls and ceilings and fixtures thereon and therein including
doors, windows, glass, locks fastenings electric wires and
installation and fittings for light and power the Sub-lessee
shall be wholly responsible therefor and shall fully indemnify
the Sub-lessor against all claims demands actions and legal
proceedings whatsoever.
(p) To keep the Demised Premises and every part thereof clean and in Cleaning of Demised
the fullest possible hygienic condition and to keep all pipes Premises
drains basins sinks and water closets if any in the Demised
Premises clean and unblocked. Any cleaners employed by the
Sub-lessee for the purposes hereof shall be at the sole expense
and responsibility of the Sub-lessee and shall be subject to the
prior written approval of the Sub-lessor. In addition all debris
and waste materials of whatever nature shall be disposed of by
the Sub-lessee, daily, in a manner prescribed by the Sub-lessor
failing which the Sub-lessor reserves the right (without being
under any obligation to do so) to dispose of the same and all
costs and expenses incurred by the Sub-lessor in this respect
shall be paid by the Sub-lessee to the Sub-lessor withing seven
(7) days of the Sub-lessor notifying the Sub-lessee of the
amount hereof.
(q) (i) Not to affix erect attach paint or exhibit or permit or Signs, Unsightly
suffer so to be upon any part of the exterior of the Objects
Demised Premises any placard poster notice advertisement
name or sign or television or wireless mast or aerial
whatsoever save and except such as shall have been
previously approved in writing by the Sub-lessor.
(ii) To keep the windows of the Demised Premises closed at all
times so as to maintain an efficient air-conditioning
system and not to erect or install thereon or on any glass
panel any sign, device, furnishing ornament or object which
is visible from outside the Demised Premises and which, in
the opinion of the Sub-lessor, is incongruous or unsightly
or may detract from the general appearance of the building.
(r) Not to use or permit the Demised Premises to be used for any Noise/Nuisance
unlawful or immoral purpose and not to do or permit to be done
any act or thing which in the opinion of the Sub-lessor may
become a nuisance disturbance or cause or likely to cause damage
to the Sub-lessor or its Sub-lessees or other persons occupying
or using the Industrial Park or any part thereof.
(s) Not to obstruct litter or make untidy any parts of the Obstruction and
Industrial Park. Littering
(t) Not to block up, darken or obstruct any of the windows or light Obstruction of Light
belonging to the Demised Premises or to any part of the
Industrial Park.
(u) Not to place or take into the passenger lifts any baggage Use of Lifts
furniture parcels sacks bags heavy articles or other goods or
merchandise without the prior approval of the Sub-lessor save
only such light articles as brief-cases, attache cases and
handbags.
(v) To use the service lift(s) provided for the Industrial Park in a
manner prescribed by the Sub-lessor.
(w) At all times during the term hereby created to comply with Compliance With
promptly and at the Sub-lessee's expense all such requirements Statutes, Bye-Laws
as may be imposed on the occupier of the Demised Premises by any etc.
statute now or hereafter in force and bye-laws orders rules
regulations requirements and notices thereunder and to indemnify
and keep the Sub-lessor fully indemnified against all costs
claims liabilities fines or other expenses whatsoever which may
fall upon the Sub-lessor by reason of any non-compliance
thereof. In addition and without prejudice to the foregoing if
the Sub-lessee is a sole proprietorship or partnership the
Sub-lessee shall submit to the Sub-lessor evidence of his/their
registration with the Registrar of Business Names or any
subsequent renewal thereof.
(x) Not to bring or allow to be brought on to the Demised Premises Machinery
or any part of the Industrial Park used in common with the
Sub-lessor and other Sub-lessee any machines or machinery save
and except typewriters and such equipment as are required for
the business of the Sub-lessee subject to the other provisions
herein contained.
(y) Subject to Clause 4(j) hereof not to load to permit or suffer to Excess Load
be loaded on any part of the floors of the Demised Premises to a
weight greater than as specified in the Third Schedule hereto
except otherwise approved in writing by the Sub- lessor and
shall when required by the Sub-lessor distribute any load on any
part of the floor of the Demised Premises in accordance with the
directions and requirements of the Sub-lessor and in the
interpretation and application of the
provisions of this Clause the decision of the surveyor architect
or engineer of the Sub-lessor shall be final and binding of the
Sub-lessee.
(z) Not without the prior written consent of the Sub-lessor to Food and Drink
permit any vendors of food or drink or the servants or agents of
such vendors to bring on to the Demised Premises or any part
thereof or on to the Industrial Park or any part thereof food or
drink for the consumption by the occupiers of the Demised
Premises save and except contractors who have been given the
right by the Sub-lessor to provide food and drink service for
the occupiers of the Industrial Park.
(aa) Not to store in or bring upon any part of the Demised Premises Prohibited Uses
or the Industrial Park any arms ammunition or unlawful goods or
any explosive, toxic or combustible substance or any substance
of dangerous nature or to use the Demised Premises or any part
thereof for the storage or cooking of food or to permit or
suffer anyone to sleep or reside therein or to permit any
auction sale to take place therein or thereat.
(ab) Not to do or permit or suffer to be done anything whereby the Avoidance of
policy or policies of insurance against damage or loss by fire Insurance Policy and
or other risks on the Industrial Park or any part thereof may be Additional Premium
rendered void or voidable or whereby the rate of premium thereon
may be increased and to make good all damage suffered by the
Sub-lessor and to repay to the Sub-lessor all sums paid by way
of increased premium and all expenses incurred by the Sub-lessor
in or about the renewal of such policy or policies rendered
necessary by the breach or non-observance of this covenant
without prejudice to any other rights of the Sub-lessor.
(ac) Not to assign sublet license or in any way dispose of or part Subletting and
with possession of the Demised Premises or any part thereof or Assignment
either by way of sub-letting sharing or other means whereby any
company person or persons not a party to this Sub-lease obtains
the use or possession of the Demised Premises or any part
thereof irrespective of whether or not any rental or other
consideration is given for such use or possession and in the
event of such transfer or sharing this Sub-lease shall at the
option of the Sub-lessor forthwith be determined and the
Sub-lessee shall forthwith surrender the Demised Premises of the
Sub-lessor with vacant possession. For the purposes hereof any
amalgamation and/or reconstruction effected by the Sub-lessee
(if a company) shall be deemed an assignment of this Sub-lease.
(ad) That the Sub-lessee shall indemnify and keep indemnified the Indemnity
Sub-lessor and the HDB in full from and against:
(i) all claims demands actions suits proceedings orders damages
costs losses and expenses of any nature whatsoever which
the Sub-lessor or the HDB may suffer or incur in connection
with loss of life, personal injury and/or damage to
property arising from or out of any occurrences in, upon or
at the Demised Premises or the use of the Demised Premises
or any part thereof by the Sub-lessee;
(ii) all loss and damage to the Demised Premises the Industrial
Park and to all property therein caused directly or
indirectly by the Sub-lessee and in particular but without
limiting the generality of the foregoing caused directly or
indirectly by the use or misuse, waste or abuse of water
gas or electricity or faulty fittings or fixtures of the
Sub-lessee.
(ae) To observe and perform and to cause all his employees Rules and
independent contractors agents invitees and licensees to observe Regulations
and perform all the rules
and regulations made by the Sub-lessor under Clause 4(l) hereof
for the proper management of the Industrial Park and notified in
writing by the Sub-lessor to the Sub-lessee from time to time.
Provided Always that the Sub-lessor shall not be liable to the
Sub-lessee in any way for violation of the rules and regulations by
any persons including either Sub- lessees of the Industrial Park or
the employees independent contractors agents visitors invitees or
licensees thereof.
(af) Subject to Clause 2(ai) hereof, not to remove at or prior to the Prohibition Against
expiration or sooner determination of the term hereby created Removal
unless required by the Sub- lessor any electrical wiring
installation or fixtures air-conditioning ducts conduits water
and other pipes ceilings partitions and flooring installed or
fixed by the Sub-lessee in at or about the Demised Premises.
(ag) Immediately upon the expiration or sooner determination of the Yielding up of
term hereby created to yield up to the Sub-lessor the Demised Premises
Premises with the fixtures and fittings thereto (including such
Sub-lessee's fixtures as are required by the Sub-lessor pursuant
to the foregoing) in good clean tidy and tenantable repair and
condition (fair wear and tear excepted).
(ah) In addition to the foregoing and immediately prior to the Restoration
expiration or sooner determination of the term hereby created
and as instructed by the Sub-lessor to restore the Demised
Premises to its original state and condition to the satisfaction
of the Sub-lessor and if the Sub-lease shall fail to restore the
Demised Premises as aforesaid the Sub-lessor may restore the
same and recover from the Sub-lessee the costs of such
restoration together with all rent and other amounts which the
Sub-lessor would have been entitled to receive from the
Sub-lessee had the period within which such restoration is
effected by the Sub-lessor been added to the term hereby created
provided that such period to be added by the Sub-lessor shall
not exceed fifteen (15) days.
(ai) In complying with Clause 2(ah) hereof and if so required by the Removal of Internal
Sub-lessor, the Sub-lessee shall remove all such internal Fittings and Works
partitions and/or fixtures and installation of the Sub-lessee or
any part thereof as are not required by the Sub-lessor pursuant
to Clause 2(af) hereof from all portions of the Demised Premises
vacated by the Sub-lessee immediately upon or prior to the
expiration or sooner determination of the term hereby created
and in default thereof the Sub-lessor may remove and dispose of
the same. All damage done to the Demised Premises by such
removal shall be made good by the Sub-lessee immediately upon or
prior to the expiration or sooner determination of the term
hereby created and if the Sub-lessee fails to do so the
Sub-lessor may make good all such damage. All costs incurred by
the Sub-lessor in such removal or disposal or in making good
such damage shall be a debt due from the Sub-lessee to the
Sub-lessor and shall be paid by the Sub-lessee to the Sub-lessor
within seven (7) days of the Sub-lessor notifying the Sub-lessee
of the amount hereof.
(aj) Not to use the Demised Premises for tin-smelting or the Tin Smelting
production of tin by other processes including electrolysis.
(ak) Not to utilise the Demised Premises before obtaining clearance Approval From
on the use of the Demised Premises from the Pollution Control Pollution Control
Department. Department
(al) Not to utilise the Demised Premises before submitting details of Approval from
trade affluent discharge to the Sewerage Department for Sewerage
consideration. Department
(am) Without prejudice to the generality to Clause 2(w) above, not to Contravention of
use, permit or suffer the Demised Premises to be kept or used as Immigration Act
a place or premises in which any person is employed in
contravention of Section 57(l)(e) of the Immigration Act
(Chapter 133), Section 5 of the Employment of Foreign Workers
Act (Chapter 91A) and any other laws, statutory modification or
re- enactment thereof for the time being in force and to
indemnify the Sub-lessor against all costs, claims, liabilities,
fines or expenses whatsoever which may fall upon the Sub-lessor
by reason of any non-compliance thereof.
(an) The Sub-lessor shall have the right at all times without Use of Name of
obtaining any consent from the Sub-lessee, to change the name or Building
a number by which the Building is known.
(ao) During the six (6) months immediately preceding the expiration Viewing by
of the term hereby created, the Sub-lessee shall permit the prospective Sub-
Sub-lessor or its agents to exhibit outside the Demised Premises lessees
or on the doors thereof a notice for reletting of the Demised
Premises and shall permit all prospective Sub- lessees of the
Demised Premises accompanied by a representative of the
Sub-lessor at all reasonable times after giving prior notice to
the Sub-lessee to enter the Demised Premises for the purpose of
viewing the Demised Premises.
3. The Sub-lessor hereby covenants with the Sub-lessee as follows: Sub-Lessor's
Covenants
(a) To pay all rates taxes and assessments imposed upon or in respect of Payment of Rates,
the Industrial Park or any part thereof save and except those which Taxes etc.
the Sub-lessee has covenanted to pay.
(b) That the Sub-lessee duly paying the rent hereby reserved and Quiet Enjoyment
observing and performing the several covenants and obligations
hereinbefore contained shall peaceably hold and enjoy the Demised
Premises during the term hereby created without any disturbance by
the Sub-lessor or any person lawfully claiming under or in trust for
the Sub-lessor unless otherwise provided herein.
(c) So far as practicable but subject always to Clause 4 hereof to Air-Conditioning
provide: Electricity and Water
(i) Air-conditioning services;
(ii) Electricity for the lighting of the passages corridors toilets
and other parts of the Industrial Park used by the Sub-lessee in
common with others;
(iii) Water for the common toilets (except those within the Demised
Premises) in the Industrial Park.
(d) To keep the roof main drains and pipes all external walls and all Common Areas
common areas of the Industrial Park including the entrances corridors
passages stairways landings car-park lifts common toilets clean and
in good repair including repainting and redecorating of the same or
any part thereof at such times and in such manner as the Sub-lessor
in its absolute discretion may consider necessary. Provided Always
that the Sub-lessor shall not be liable for any loss or injury
sustained by the Sub-lessee through the neglect default negligence or
misconduct of the Sub-lessor's cleaning contractors agents servants
and/or licenses.
(e) To keep the lifts staircases landings and such common parts as Lighting and
aforesaid well and sufficiently cleaned and lighted and to keep the Watchmen
lifts in proper working order and to employ a watchman or watchmen
for the protection at night of the Industrial Park (but not so as to
render the Sub-lessor liable for any loss sustained by the Sub-lessee
through the neglect default negligence or misconduct of such watchman
or watchmen).
(f) At all times throughout the term hereby created to insure and keep Insurance
insured the Industrial Park (excluding the Sub-lessee's fittings and
fixtures) against loss or damage by fire.
4. PROVIDED ALWAYS and it is hereby agreed and declared as follows:
(a) If the rent hereby reserved or any part thereof shall at any time be Re-entry of Sub-
unpaid for fourteen (14) days after becoming payable (whether any lessor
formal or legal demand therefore shall have been made or not) or if
any covenant on the Sub-lessee's part herein contained shall not be
performed or observed or if the Sub-lessee being a company shall be
struck off the Register of Companies or shall go into liquidation
whether voluntary (except for the purpose of amalgamation or
reconstruction) or compulsorily or a receiver shall be appointed of
its undertaking, property or assets or any part thereof, or being a
sole proprietorship or partnership shall fail to renew its
Certificate of Registration, or being an individual shall have a
receiving order or an adjudicating order made against him or if the
Sub-lessee shall make any assignment for the benefit of his creditors
or enter into an agreement or make any arrangement with his creditors
for liquidation of his debts by composition or otherwise or suffer
any distress or execution to be levied on his goods property or
assets then and in any one of the said cases it shall be lawful for
the Sub-lessor at any time thereafter to re-enter upon the Demised
Premises or any part thereof in the name of the whole and thereupon
the term hereby created shall forthwith and absolutely cease and
determine but without prejudice at any time to any right of action of
the Sub-lessor in respect of unpaid rent or any antecedent breach of
the Sub-lessees covenants herein contained.
(b) In addition and without prejudice to any other right power or remedy Interest on Arrears
of the Sub- lessor if the rent hereby reserved or any other moneys
payable by the Sub-lessee to the Sub-lessor hereunder or any part
thereof shall at any time remain unpaid for fourteen (14) days after
the same shall have become due (whether any formal or legal demand
therefor shall have been made or not) then the Sub-lessee shall pay
to the Sub-lessor interest thereon calculated from the date on which
such moneys fall due for payment to the date on which such moneys are
paid to or recovered in full by the Sub-lessor as the case may be.
The Sub-lessor shall be entitled to recover such interest from the
lessee as if such interest were rent in arrears. Such interest shall
be calculated from day to day:
(i) at the rate of twelve per centum (12%) per annum, or
(ii) at the rate per annum of three per century (3%) over and above
the prime interest rate for the time being prescribed by The
Development Bank of Singapore Limited.
Whichever is the greater.
(c) In the event of the Demised Premises or any part thereof or the Untenantibility
Industrial Park or any part thereof at any time during the term
hereby created being so damaged or destroyed by fire act of God or
other cause beyond the control of the Sub-lessor as to render the
Demised Premises unfit for use or access thereto impossible for
a period of more than one (1) month (except where such damage or
destruction has been caused by the default or negligence of the
Sub-lessee or his servants or agents) the rent hereby covenanted to
be paid or a fair proportion thereof according to the nature and
extent of the damage sustained shall be suspended until the Demised
Premises shall again be rendered fit for occupation and use or until
access thereto may be obtained as the case may be, and any dispute
concerning This Clause shall be to arbitration in accordance with the
Arbitration Act (Cap 10).
(d) If the unfitness of the Demised Premises or the inaccessibility Holding Over
thereto as aforesaid shall continue for a period of more than three
(3) months either the Sub-lessor or the Sub-lessee shall be at
liberty by notice in writing to determine the term hereby created and
upon such notice being given the term hereby granted shall absolutely
cease and determine but without prejudice to any right of action of
the Sub-lessor or the Sub-lessee in respect of any antecedent breach
of this Sub-lease by the Sub- lessee or the Sub-lessor as the case
may be.
(e) Notwithstanding anything herein contained the Sub-lessor shall be Sub-Lessor Not
under no liability either to the Sub-lessee or to others who may be Liable
permitted to enter or use the Industrial Park or any past thereof
against all injuries sustained or for loss of or damage to property
goods or chattels in the Industrial Park or in any part thereof
whether arising from the negligence of the Sub-lessor or that of any
servant or agent of the Sub-lessor or otherwise.
(f) Notwithstanding anything herein contained the Sub-lessor shall not be No Claim by Sub-
liable to the Sub-lessee nor shall the Sub-lessee have any claim lessee
against the Sub-lessor in respect of all losses (including but not
limited to indirect, consequential and special losses), damages,
liabilities, costs, and expenses or any nature whatsoever which the
Sub-lessee may suffer arising out of or in connection with or in
respect of any of the following situations:
(i) any interruption in any of the services herein mentioned 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 Sub-lessor's
control or by reason of mechanical or other defect or breakdown
including any failures properly to record, store, process,
calculate and present calendar dates falling on, during or after
1 January 2000 and failures properly to calculate any
information dependent on or relating to such date in the same
manner, and with the same functionality, data integrity and
performance, as applies to dates on or before 31 December 1999
or other inclement conditions or unavoidable shortage of
manpower fuel materials electricity or water or labour disputes.
In addition, the Sub- lessor shall not be liable to the
Sub-lessee nor shall the Sub-lessee in respect of or in
connection with any damage injury or loss arising out of leakage
of the piping wiring rind sprinkler system in the Demised
Premises or the Industrial Park and/or out of any defect in the
Demised Premises or the Industrial Park;
(ii) any interruption disruption disturbance loss (whether direct
indirect and/or consequential) damage cost expense and/or
charges arising from and/or connection with any and all works by
the Sub-lessor in respect of improving repairing and/or
remedying the Premises; and/or
(iii) any act omission default misconduct or negligence of any xxxxxx
attendant or other servant or employee of the Sub-lessor in or
about the performance or purported performance
of any duty relating to the provision of the said services or
any of them.
(g) Subject to the approval of HDB and such terms and conditions as may Option to Renew
be imposed by the HDB, the Sub-lessor shall at the written request of
the Sub-lessee made not less than six (6) months before the
expiration of the term hereby created and if there shall not at the
time of such request be any existing breach, or non- observance of
any of the covenants on the part of the Sub-lessee herein contained
and at the Sub-lessee's expense grant to the Sub-lessee a further
term of the Demised Premises the Sub-lease for which must be signed
by the Sub-lessee at a data not less than one (1) month before the
expiration of the term hereby created. The renewed term shall be for
a period of three ( 3 ) years commencing from the date immediately
following the expiration of the term hereby created at a revised
rent, and upon the revised terms and conditions as shall be imposed
by the Sub- lessor. Provided Always that within two (2) weeks of the
receipt of the Sub- lessor's notification of the revised rent, terms
and conditions, the Sub-lessee shall in writing inform the Sub-lessor
whether the revised rent, terms and conditions are not acceptable or
otherwise. In the event that the revised rent, terms and conditions
are not acceptable to the Sub-lessee and/or if the Sub-lessee shall
fail to sign the Sub-lease for the renewed term by the date
stipulated above then this option shall lapse and the Sub-lessor
shall be free of all obligations whatsoever to grant to the
Sub-lessee any further term.
(h) The Sub-lessor shall be entitled to close the outer doors of the Outer Doors of
Industrial Park and keep the same closed and locked after the hour of Building
12 midnight and before the hour of 6 a.m. on Mondays to Saturdays
except on Sundays and gazetted Public Holidays when the Sub-lessor
may keep the outer doors closed all day. The Sub- lessee will not
without obtaining special permission from the Sub-lessor enter the
Demised Premises on Sundays or gazetted Public Holidays or before 6
a.m. or after 12 midnight an Mondays to Saturdays.
(i) All loading and unloading carried out by the Sub-lessee shall only be Loading and
effected at such location(s) and at such tines as the Sub-lessor may Unloading
from time to time prescribe.
(j) The Sub-lessor shall in all cases retain and have the power to Weights and Stresses
prescribe the weight and proper position of all iron or steel safes
and other heavy equipment articles or goods whatsoever and any or all
damage caused to the Industrial Park or any part thereof or to the
common areas by The Sub-lessee or anyone on his behalf by taking in
or putting out a safe furniture goods or other articles or during the
time such are in the Industrial Park shall be made good by the
Sub-lessee or by the Sub-lessor at the sole expense of the
Sub-lessee. The Sub-lessee, shall pay to the Sub-lessor the amount of
such damage made good by the Sub-lessor within seven (7) days of the
Sub-lessor notifying the Sub-lessee of the amount thereof.
(k) No consent or waiver expressed or implied by the Sub-lessor to or of Waiver of Defaults
any breach of any covenant condition or duty of the Sub-lessee shall
be construed as a consent or waiver to or of any other breach of the
same or any other covenant condition or duty and shall not prejudice
in any way the rights powers and remedies of the Sub-lessor herein
contained. Any acceptance of rent hereby reserved by the Sub-lessor
shall not be deemed to operate as a waiver by the Sub- lessor of any
right to proceed against the Sub-lessee; in respect of a breach by
the Sub-lessee of any of his obligations hereunder.
(l) The Sub-lessor shall have the right at any time and from time to time Sub-lessor's Right to
to make add to amend, cancel or suspend any rules and regulations in Make Rules and
respect of the Industrial Park as in the judgement of the Sub-lessor Regulations
may from time to time be required for the management safety care or
cleanliness of the Industrial Park or for the preservation of good
order therein or for the convenience of Sub-lessee and all such rules
and regulations shall bind the Sub-lessee upon and from the date on
which notice in writing thereof is given to him by the Sub-lessor. If
there shall be any inconsistency between the provisions of this
Sub-lease and the provisions of such rules and regulations then the
provisions of this Sub-lease shall prevail.
(m) Any notice or outer documents or writing required to be served Service of Notice
service or delivered or given hereunder shall be sufficiently served
if left addressed to the Sub-lessee on the Demised Premises or sent
to the Sub-lessee by registered post addressed to the Sub-lessee's
registered office in Singapore or left at his last known address in
Singapore and any notice document or writing to the Sub-lessor shall
be sufficiently served if sent by registered post to the Sub-lessor's
registered office in Singapore.
(n) The covenants, provisions, terms and agreements herein cover and Entire Agreement
comprise the whole of the agreement between the parties hereto or
their appointed agents and the parties hereto expressly agree and
declare that no further or other covenants, agreements, provisions or
terms whether written or oral, express or implied by statute common
law or otherwise whether in respect of the Building and its
appurtenance or in respect of the Demised Premises or otherwise and
in particular, that relating to fitness for purpose, suitability and
adequacy of the Demised Premises shall be deemed to be implied herein
or to arise between the parties hereto by way of collateral or other
agreement by reason of any promise, representation warranty or
undertaking given or made by either party hereto to the other on or
prior to the execution hereof and the existence of any such
implication or collateral or other agreement is hereby negatived
(save for any terms or modifications hereof or supplement thereto
which may be expressly agreed in writing between the parties on or
after the date of this Sub-lease).
(o) In the event that pursuant to HDB's condition for its consent to this HDB's Notice of
Sub-lease of the Demised Promises to the Sub-lessee, HDB gives 3 Termination
months' notice in writing to revoke its approval to the Sub-lease
herein, the term hereby created shall upon the expiry of HDB's notice
absolute cease and determine, without prejudice to any rights of
action of the Sub-lessor in respect of unpaid rent or any antecedent
breach of the Sub-lessee's covenants herein contained, but without
the Sub-lessor being liable for any inconvenience, loss, damages,
compensation, costs or expenses whatsoever in respect of such
termination.
5. (a) The headings and marginal rotes appearing in this Sub-lease are Marginal Notes
inserted only as a matter of convenience and is no way define limit
construe or describe the scope or intent of the section or clauses of
this Sub-lease nor in any way affect this Sub- lease. The contra
proferentum rule shall not apply to this Sub-lease.
(b) In the interpretation of this Sub-lease except to the extent that Interpretation
such interpretation shall be excluded by or be repugnant to the
context when used herein:
(i) "the Sub-lessor" shall include its successors in title assigns
employees agents representatives person or company for the time
being entitled to the revision immediately expectant on the term
hereby created and where the context so admits the Sub-lessor's
employees agents and representatives.
(ii) "person" shall be deemed to include a corporation.
(iii) "restoration" used in the context hereof shall mean the
restoration of the Demised Premises to its original state and
condition including:
(a) the making good of any damage or disfigurement caused to
walls doors windows or any part of the Demised Premises;
(b) the washing down of the whole of the interior of the
Demised Premises;
(c) the painting with two coats of oil paint or emulsion paint
or other appropriate treatment of all of the internal parts
of the Demised Premises previously so treated respectively;
(d) the re-polishing of all the internal parts previously
polished;
(e) the graining and varnishing of all the internal parts
previously grained and varnished;
(f) the replacing of all floor tiles which in the opinion of
the Sub-lessor are worn or damaged and in need of
replacement;
(g) the removal and clearance of all waste rubbish and other
unwanted material from the Demised Premises;
(h) the surrender of all keys giving access to all parts of the
Demised Premises held by the Sub-lessee or any of the
Sub-lessee's employees or agents irrespective of whether or
not the same have been supplied by the Sub-lessor.
(iv) "the Sub-lessee" shall include if the Sub-lessee is an
individual, his personal representative and permitted assigns,
or if the Sub-lessee is a company, its permitted assigns and
successors in title and in either case where the context so
admits the Sub-lessee's employees agents licensees invitees
visitors independent contractors and servants.
(v) "HDB" shall mean the Housing and Development Board.
(vi) words importing the singular or plural number shall be deemed to
include the plural or singular number respectively and words
importing the masculine gender only shall include the feminine
or neuter gender as the case may require, and
(vii) where two or more persons are included in the term "the
Sub-lessee" all covenants, agreements, terms, conditions and
restrictions shall be binding on them jointly and each of them
severally and shall also be binding on their personal
representatives and permitted assigns respectively jointly and
severally.
IN WITNESS WHEREOF the parties hereto have executed this Sub-lease the day
and year first above written.
THE FIRST SCHEDULE ABOVE REFERRED TO
ALL THAT premises estimated to domain an area of approximately 656.0
square metres on the building known as 000X XXXX XXXX XXXX XXXX 00-00
TECHNOPARK @ XXXX XXXX erected on the land marked on the Government Resurvey
Map as Xxxxx 00 Xxx 0000 comprised in the District of Bedok Singapore as
outlined in red on the plans annexed hereto.
THE SECOND SCHEDULE ABOVE REFERRED TO
The rent of the Demised Premises shall be as follows:
Dollars
Twenty-Two ($22.00) per square metre per month
THE THIRD SCHEDULE ABOVE REFERRED TO
Allowable live
Storey load (KN/m^2)
------ --------------
3rd 12.5
SIGNED SEALED AND DELIVERED by the )
Sub-lessor by its Attorney CHIN CHEF LEOK )
acting under a Power of Attorney dated the 15th )
day of January 1997 (a copy of which was )
deposited in the Registry, Supreme Court, )
Singapore on the 24th day of January 1997 )
registered as No. 599 of 1997) in the presence )
of: )
SIGNED SEALED AND DELIVERED by )
)
(the Sub-lessee) Xx Xxx Xxxx Xxx )
In the presence of: Ms May Xxx )
OR
THE COMMON SEAL OF )
ISE LABS SINGAPORE PTE LTD )
)
(the Sub-lessee) )
was hereunto affixed in the presence of: )
- Director
- Director/Secretary
OR
SIGNED SEALED AND DELIVERED by the )
Sub-lessee by its Attorney )
)
acting under a power of Attorney )
dated the day of 19 )
(a copy of which was deposited in the Registry, )
Supreme Court, Singapore on the day )
of 19 and )
registered as No, of 19 ) )
in the presence of: )
