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EXHIBIT 10.30
DATED 30TH THIS DAY OF SEPTEMBER 0000
Xxxxxxx
XXXXXXXXX TECHNOLOGIES PTE LTD
.. of the one part
And
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
.. of the other part
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AGREEMENT FOR SUB-LICENCE AND SUB-LEASE
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File Ref: MS/VN/yy/8241/951
XXXXX & XXXXXXXX
ADVOCATES & SOLICITORS
SINGAPORE
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THIS AGREEMENT is made the 30th day of September 1997 between:-
(1) SINGAPORE TECHNOLOGIES PTE LTD, a company incorporated in Singapore
and having its registered office at 00 Xxxxxxx Xxxx Xxxxx #00-00/00
Xxx Xxxxx, Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxxx 000000 (hereinafter
called "ST" which expression shall include its successors-in-title);
and
(2) CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in
Singapore and having its registered office at 00 Xxxxxxxxx Xxxxxxxxxx
Xxxx X Xxxxxx 0, Xxxxxxxxx 000000 (hereinafter called "CSM" which
expression shall include its successors-in-title and permitted
assigns).
WHEREAS:-
(A) ST has entered into a Building Agreement (hereinafter called "the
Building Agreement" which expression shall include all variations
thereof and supplements thereto) dated the 11th day of April 1995 with
Jurong Town Corporation (hereinafter called "JTC" which expression
shall include its successors-in-title and assigns) in respect of the
land more particularly described in the First Schedule hereto
(hereinafter called "the Property") for the construction of factory
buildings and other structures therein and for the installation of
equipment fixtures and fittings thereof for the purpose of wafer
fabrication plant operations in accordance with the terms and
conditions contained in the Building Agreement.
(B) Under the terms of the Building Agreement, JTC has agreed to:-
(a) grant a licence to ST to enter upon the Property for a period of
three (3) years commencing from the 16th day of February 1994;
and
(b) lease the Property to ST for a term of thirty (30) years
(hereinafter called "the Head Lease") commencing from the 16th
day of February 1994 upon compliance with the conditions set out
in Clause 4 of the Building Agreement,
on the terms and conditions set out therein.
(C) With the consent of JTC, ST has agreed:-
(a) to grant a sub-licence to CSM for a period of three (3) years
(less one (1) day) commencing from the Commencement Date; and
(b) that upon the completion of the Development and subject to
compliance with the conditions set out in this Agreement, ST
shall grant to CSM a sub-lease of the Property for a term of
thirty (30) years less one (1) day commencing from the 16th day
of February 1994,
on the terms and conditions hereinafter set out.
NOW IT IS HEREBY AGREED as follows:-
1. In this Agreement, the following expressions shall have the following
meanings:-
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"Commencement Date" means the 16th day of February 1994;
"Development" means the construction on the Property of factory
buildings and other structures therein and the installation thereon of
equipment fixtures and fittings thereof for the purpose of wafer
fabrication plant operations in accordance with the terms and
conditions contained in the Building Agreement;
"Sub-Licence Period" means the period of three (3) years less one (1)
day commencing from and including the Commencement Date.
2. For the Sub-Licence Period or for such further period as may be
extended by ST, CSM shall have the licence and authority to enter upon
the Property for the carrying-out of the works relating to the
Development in accordance with the stipulations hereinafter contained
and as contained in the Building Agreement and for no other purpose.
3. CSM hereby agrees to perform and observe the following stipulations:-
(i) To hold the Property until the same shall be comprised in a
sub-lease to be granted as hereinafter provided as licensee
upon the same terms relating to the sub-lease referred to in
Clause 3(ii) herein at the same rent and subject to the same
covenants and stipulations so far as applicable as if a
sub-lease thereto has been actually granted and so that ST
shall have all the remedies by whatsoever means for rent in
arrears that are incidental to the relationship of landlord
and tenant but so that nothing herein contained shall be
construed as creating a legal demise or any greater interest
in the licence than a tenancy at will;
(ii) To pay in advance as from the Commencement Date a licence
fee, calculated at the same rate and on the dates specified
as for the rent reserved in the sub-lease of the Property in
the Second Schedule hereto as if such sub-lease has actually
been granted;
(iii) To pay on JTC's behalf to the Comptroller of Property Tax an
amount equivalent to the sum payable by JTC as property tax
in respect of the Property improvements and structures
thereon during the Sub-Licence Period or of such extended
period (if any) permitted under Clause 4(c) hereof by way of
additional licence fee or for the period prior to the issue
of the sub-lease to be granted under Clause 6 herein;
(iv) To pay interest at the rate of 8.5% per annum or such higher
rate as may be determined from time to time by ST in respect
of any outstanding amount payable by CSM under this
Agreement from the date such amount becomes due until
payment in full is received by ST.
(v) To pay to ST all survey fees and other charges including
those payable to and claimed by the relevant Government
Planning Authorities for the survey of the Property for the
purpose of sub-division of the land of which the Property
forms part and the preparation and issue of a Certificate of
Title PROVIDED THAT JTC shall have the right to employ its
own surveyor to carry out the said survey in which event CSM
shall bear all costs incurred.
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(vi) At the cost and expense of CSM:-
(a) to engage a professional engineer to carry out
soil investigations to advise on the soil
conditions and to design structurally sound
buildings proposed to be erected taking into
consideration the condition of the Property; and
(b) to execute such work as may be required to be done
in respect of the state and condition of the
Property (especially its ground levels, topography
and soil conditions) which state and condition CSM
shall be deemed to have full knowledge.
(vii) Without prejudice to sub-clause (vi) above to submit within
three (3) months from the Commencement Date to ST for its
and JTC's approval and then to the relevant Government
Planning and Building Authorities full and complete plans
elevations and specifications of the buildings proposed to
be erected on the Property in accordance in every way with
the requirements under the Planning Act and the Local
Government Integration Act PROVIDED THAT ST or JTC may give
or refuse their approval at their absolute discretion.
(viii) At its own cost to commence erection on the Property either
within six (6) months from the Commencement Date or within
one (1) month from the date of approval of the plans by the
relevant Government Building Authorities, whichever is the
earlier, and in a substantial and xxxxxxx-like manner with
the best materials of their available kinds and in
conformity in every respect with the plans, elevations,
sections and specifications approved by ST and JTC and the
relevant Government Building Authorities to finish the
Development so as to be completely fit for immediate
occupation and operation within the Sub-Licence Period
PROVIDED ALWAYS THAT in the planning, erection, construction
and completion of the said buildings to be comprised in the
Development, to develop to a gross plot ratio of not less
than 0.6 but not more than 1.4 AND PROVIDED FURTHER THAT CSM
shall not install or use any electrical installation,
machine or apparatus that may cause or causes heavy power
surge, high frequency voltage and current, air borne noise,
vibration or any electrical or mechanical interference or
disturbance whatsoever which may prevent or prevents in any
way the service or use of any communication system or
affects the operation of other equipment, installations,
machinery, apparatus or plants of other licensees.
(ix) At its own cost to take such steps and execute such works
upon the Property as may be necessary for the protection of
shores and embankments if any and for the prevention of
earth-slip erosion of soil and failure of slopes
expeditiously in a xxxxxxx-like manner and to the
satisfaction of ST and JTC and other relevant governmental
and statutory authorities.
(x) If CSM shall fail to complete the Development and to
commence operations within the period specified in Clause
3(viii) or within any extended period under Clause 4(c)
hereof CSM shall pay to ST a sum calculated at the rate of
$50.00 per day as liquidated damages for the period during
which the said buildings to be comprised in the Development
shall so remain or have remained incomplete.
(xi) To remove and replace any materials brought on the Property
or used for the Development or any part thereof which ST or
JTC shall require to be removed as being
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inferior or unfit and to make good any workmanship which ST
or JTC shall consider imperfect and if CSM fails to remedy
such defects ST or JTC may enter upon the Property and
remedy such defects at the expense of CSM after expiry of
fourteen (14) days' notice being given to CSM to do so.
(xii) Not to erect or build or permit or suffer to be erected or
built any building, structure or installation other than
those conforming with the plans elevations sections and
specifications approved by ST and JTC and the relevant
Government Building Authorities nor to make any alterations
in the external elevation of any of the said buildings to be
comprised in the Development when erected without the prior
consent in writing of ST and JTC.
(xiii) In the erection and completion of the Development to do all
acts and things required by and to perform the works in
conformity in all respects with the provisions of any laws
or regulations made thereunder and to pay and keep ST and
JTC indemnified against all claims and other payments
whatsoever which during the progress of the works may become
payable in respect of the said works or of anything done
under the authority herein contained and from time to time
to discharge and pay all claims, assessments and outgoings
now or at any tine hereafter be chargeable against JTC or ST
under any law or otherwise in regard to the Property, the
said buildings or any structures or installations thereon.
(xiv) Not to do or permit or suffer to be done in or upon the
Property or any part thereof anything which in the opinion
of ST or JTC may be or become a nuisance or annoyance or
cause damage or inconvenience to ST or to JTC or to the
licensees or occupiers of any adjoining or neighbouring
premises or whereby any insurance for the time being
effected on the Property under sub-clause (xix) herein may
be rendered void or voidable or be in any way affected.
(xv) Not to sell or dispose of any earth, clay, gravel or sand
from the Property or permit or suffer any of the same to be
removed except so far as shall be necessary for the
execution of the said works PROVIDED nevertheless that CSM
may use for the purpose of the said works any of the
approved materials if so required.
(xvi) Not without the prior consent in writing of ST and JTC to
remove or permit or suffer to be removed until after
completion of the buildings comprised in the Development in
accordance with the provisions herein contained any building
materials (other than inferior or unfit materials removed
for the purpose of being replaced by proper materials) or
plant which shall be brought upon the Property for the
purpose of the Development.
(xvii) Not without the prior consent in writing of ST and JTC to
affix or exhibit or erect or paint or permit or suffer to be
affixed or exhibited or erected or painted on or upon any
part of the exterior of the Property or of the external
walls or rails or fences thereof any nameplate, signboard,
placard, poster or other advertisement or hoarding.
(xviii) Not at any time to deposit or make up or manufacture or
permit or suffer to be deposited made up or manufactured
upon the Property any building or other materials except
such as shall be actually required for the buildings to be
erected on the Property in accordance with this Agreement
and the Building Agreement and as soon as the
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buildings hereinbefore agreed to be erected shall be
completed at its own expense to remove from the road or
footpath adjoining the Property or the ground intended to be
used for such road or footpath all building and other
materials and waste whatsoever.
(xix) As soon as any of the said buildings comprised in the
Development shall have reached a height of five (5) feet
above ground level to insure the same to the full value
thereof in the joint names of ST, JTC and CSM against loss
or damage by fire in some insurance office approved by JTC
and ST and shall increase such insurance proportionately as
the said buildings approach completion and to keep the same
so insured until a sub-lease shall be granted as hereinafter
provided and to pay all premiums thereof at least seven (7)
days before the expiry date of such insurance policy and to
produce to ST or JTC (if so directed by ST) or their
respective agents without demand the policy or policies of
such insurance and the receipt for each such payment and in
the event the said buildings or any part thereof are
destroyed or damaged by fire then to forthwith give to ST
and JTC written notice of such destruction or damage and to
forthwith cause all monies received by virtue of any such
insurance to be forthwith laid out in rebuilding and
reinstating the buildings to the satisfaction of ST and JTC
and to make up any deficiency thereof out of its own monies,
but the rebuilding and reinstatement shall in any event
commence and be completed within the period specified by ST
and JTC PROVIDED ALWAYS THAT if CSM shall at any time fail
to keep the Property insured as aforesaid ST or JTC may
without being under any obligation to do so do all things
necessary to effect or maintain such insurance and any
monies expended by either ST or JTC for that purpose shall
be repayable by CSM on demand and be recovered forthwith
from CSM as a debt PROVIDED FURTHER THAT notwithstanding the
covenant contained in this Clause 3(xix), CSM may exercise
the option not to rebuild or reinstate the buildings subject
to the following conditions:-
(a) without prejudice to Clause 4(b), CSM shall give
ST four (4) months' prior notice in writing to
prematurely terminate this Agreement; and
(b) forthwith pay or cause to be paid to ST or if ST
so directs to JTC all monies received by virtue of
such insurance.
(xx) Not to sell, assign, create a trust, charge, grant a licence
or part with or share or in any way dispose of its interest
under this Agreement, or the possession or occupation of the
Property, or any part thereof or otherwise in any way
dispose of the Property or any part thereof EXCEPT THAT,
subject to ST's and JTC's prior written consent, which
consent may be given on such terms and conditions as ST or
JTC may require, CSM may mortgage its interest under this
Agreement by way of assignment to secure the repayment of
such sum or sums as CSM may require for the purpose of
erecting or completing the building or other structure to be
built on the Property in accordance with the provisions of
this Agreement and the Building Agreement PROVIDED THAT CSM
shall thereafter continue to be liable for the observance
and performance of the several stipulations herein contained
until the grant of the sub-lease as hereinafter provided.
(xxi) Not to permit or suffer any person to occupy reside or make
use of any building erected on the Property before a final
or a temporary Certificate of Fitness for
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Occupation has been issued by or except with the permission
of the relevant Governmental and Statutory authority.
(xxii) To make reasonable provision against and be responsible for
all loss, injury and damage to any person (including loss of
life) or property including that of ST and JTC for which CSM
be held liable arising out of or in connection with the
occupation and use of the Property and the structures
erected thereon and to indemnify ST and JTC against all
proceedings, claims, costs and expenses which ST or JTC may
incur or for which ST or JTC may be held liable as a result
of any act, neglect or default of CSM its servants,
contractors, sub-contractors, or agents or their respective
servants.
(xxiii) To make good and sufficient provision for the safe and
efficient disposal of all waste including but not limited to
pollutants generated at the Property to the requirements and
satisfaction of ST and JTC and other relevant Governmental
and Statutory authorities PROVIDED THAT in the event of any
default by CSM under this covenant ST or JTC may carry out
such remedial measures as they think necessary and all costs
and expenses incurred thereby shall be recoverable forthwith
from CSM as a debt.
(xxiv) To construct an internal drainage system to the satisfaction
of ST and JTC to ensure that all surface water collected is
discharged into the public drains and will not flow into
adjoining properties.
(xxv) To construct and complete a permanent culvert within nine
(9) months from the Commencement Date or any extension
thereof as may be approved by ST and JTC and in connection
thereof to submit plans to and to obtain the prior approval
in writing of ST and JTC for the construction of a temporary
crossing.
(xxvi) Within one (1) month of the completion of the permanent
culvert mentioned in sub-clause (xxv) above to remove the
temporary crossing and to reinstate any roads, roadside
xxxxx, drains, turfing or the like damaged by CSM, its
servants, contractors, sub-contractors, or agents or their
respective servants to the satisfaction of ST and JTC and
the relevant Governmental and Statutory authorities.
(xxvii) Within one (1) month of the completion of the construction
of the said buildings and related civil works to reinstate
any damage caused to the roads, roadside xxxxx, drains,
turfing and the said permanent culvert by CSM its servants
contractors or agents or their respective agents to the
satisfaction of ST and JTC and the relevant Governmental and
Statutory authorities.
(xxviii) To place with ST a deposit of $5,000.00 which shall be
forfeited in the event of any breach of any of the
provisions in sub-clauses (xxv), (xxvi) and (xxvii) herein
without prejudice to the rights and remedies of ST and JTC
contained in this Agreement, the Building Agreement, the
Head Lease and the sub-lease.
(xxix) At its own cost to plant and maintain trees and landscape
the Property in accordance with all the requirements of the
Parks and Recreation Department, Ministry of National
Development and other relevant Governmental and Statutory
authorities.
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(xxx) At its own cost to execute such work as may be necessary to
divert existing utility services such as pipes, cables and
the like (if any) to the requirements and satisfaction of ST
and JTC and other relevant Governmental and Statutory
authorities.
(xxxi) If CSM shall at any time be found to have encroached upon
any area beyond the allocated boundaries of the Property,
CSM shall at its own cost and expense, but without prejudice
to any other right or remedy ST or JTC may have against CSM,
immediately or within the time specified (if any) by ST or
JTC rectify and remove the encroachment to the satisfaction
of ST and JTC and pay to ST or JTC (if so directed by ST)
such compensation as may be specified by ST or JTC. If,
however, ST or JTC in their absolute discretion permit CSM
to regularise and retain the encroached area or any part
thereof upon such terms and conditions as may be stipulated
by ST or JTC and any other relevant Governmental and
Statutory authorities, CSM shall pay licence fee on the
encroached area with retrospective effect from the date
specified by ST, and CSM shall also pay all survey fees,
amalgamation fees, legal fees (including solicitor and
client costs and expense), and all other costs and charges
relating thereto.
(xxxii) If any damage of whatsoever nature or description shall at
any time occur or be caused to the Property or any building
or structure or installation thereon, or any part thereof,
to forthwith give to ST and JTC written notice of the damage
and to remedy the damage to the satisfaction of ST and JTC
within such time as ST or JTC may specify, all at the cost
of CSM.
(xxxiii) CSM accepts the Property in its existing state and condition
and further accepts and confirms that ST has made no
representation nor given any assurance as to the present or
future suitability of the Property or its surrounding or
adjacent lands in relation to CSM's use, operations or
occupation at the Property.
(xxxiv) Subject to Clauses 3(vii) and 3(viii) hereinbefore appearing
to construct aesthetically-designed high quality buildings,
with extensive landscaping to the satisfaction of ST and
JTC. The building facade shall front Bukit Timah Expressway
and the external walls shall be either aluminium-clad or
tile or of equivalent standard materials.
(xxxv) Not to openly store or permit open storage of any material,
equipment or goods at the Property fronting Bukit Timah
Expressway or any part thereof.
(xxxvi) Subject to Clause 3(xii) hereinbefore appearing, to ensure
that the maximum height of any boundary wall or fence
(including the anti-climb) erected by CSM shall not exceed
two (2) metres PROVIDED THAT boundary walls or fences (if
any) shall be erected behind baphia or other xxxxxx planted
on the Property.
(xxxvii) At all times to comply with and observe any height
restrictions on buildings and structures at the Property
which may be imposed by any governmental or statutory
authority and to ensure that any height restriction plan
which may be furnished to CSM shall at all times be held in
strict confidence and shall not be shown, revealed or copied
to or by any person, contractor, sub-contractor, watchman,
employee, agent, representative or any other person except
with the prior written consent of ST and JTC.
(xxxviii) Not to keep or allow to be kept any livestock or other
animals at the Property or any part thereof.
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(xxxix) Access to the Property shall only be confined to Xxxxxxxxx
Xxxxxxxxxx Xxxx X Xxxxxx 0 xxx Xxxxxxxxx Xxxx. The latter
shall be on a left-in-left-out arrangement only.
(xl) The licence fees and other taxable sums payable by CSM under
or in connection with the sublicence herein shall be
exclusive of the goods and services tax (hereinafter called
"tax") chargeable by any government, statutory or tax
authority calculated by reference to the amount of the
licence fees and any other taxable sums received or
receivable by ST from CSM and which tax is payable by CSM.
CSM shall pay the tax and ST acting as the collecting agent
for the government, statutory or tax authority shall collect
the tax from CSM together with the licence fees hereinbefore
reserved without any deduction and in advance without demand
on the first day of each of the months of January, April,
July and October, and in the manner and within the period
prescribed in accordance with the applicable laws and
regulations.
(xli) Chain-link fencing fronting Bukit Timah Expressway shall not
be permitted.
(xlii) Without prejudice to Clauses 3(xii) and 3(xiii) hereinbefore
appearing, CSM shall not place, construct or erect or permit
the placing, construction or erection of any building,
structure or equipment whatsoever on the 15 metre-wide green
buffer situated within the boundary of the Property as shown
on the plan annexed to the Building Agreement.
(xliii) (a) CSM shall observe and be bound by the provisions
in the Building Agreement and the Head Lease and
perform all the covenants and conditions on the
part of the lessee contained in the Head Lease
insofar as they relate to the Development and/or
the Property;
(b) CSM shall not do omit suffer or permit in relation
to the Development and/or the Property any act or
thing which would or might cause ST to be in
breach of the Building Agreement and the Head
Lease or which if done omitted or suffered or
permitted by ST would or might constitute a breach
of the covenants on the part of the lessee and the
conditions contained in the Building Agreement and
the Head Lease;
(c) CSM shall keep ST indemnified against any actions,
proceedings, claims, damages, costs, expenses,
losses or liability incurred by ST arising from
any breach, non-observance, or non-performance by
CSM of the aforesaid provisions, covenants and
conditions in the Building Agreement and the Head
Lease.
(xliv) To pay all costs disbursements fees and charges legal or
otherwise including stamp and registration fees in
connection with the preparation stamping and issue of this
Agreement and the sub-lease herein agreed to be granted and
any prior accompanying or future documents or deeds
supplementary collateral or in any way relating to this
Agreement and the sub-lease.
(xlv) To pay all costs and fees legal or otherwise, including ST's
costs as between solicitor and client, in connection with
the enforcement of the covenants and conditions of this
Agreement and the sub-lease as well as JTC's costs if any
action or omission of CSM
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under this Agreement causes JTC to take action to enforce
the covenants and conditions of the Building Agreement and
the lease to be granted pursuant thereto.
4. It is hereby mutually agreed that until CSM has performed all its
obligations herein contained ST and JTC shall possess the rights and
powers following:-
(a) The right for ST and JTC and their respective agents with or
without workmen or others at all reasonable times to enter
upon the Property to view the state and progress of the said
buildings and works and the Development and to inspect and
test the materials and workmanship in connection therewith
and for any other reasonable purpose including the
construction and installation of sewers drains pipes and
cables on or leading from any adjoining or neighbouring land
of JTC as may be required by ST or JTC.
(b) Full right and liberty in case any part of the Development
hereby agreed to be erected be not completed and fit for
immediate occupation within the period hereinbefore limited
(time in this respect shall be of the essence of the
contract) and in accordance in every way with the
stipulations hereinbefore contained or in case CSM shall in
any other way fail to perform and observe any of the
stipulations on its part herein contained or if any charging
order writ of seizure and sale or its equivalent made in
respect of the Property or any structure thereon shall be
enforced without the written consent of ST and JTC having
first been obtained by CSM or by the person in whose favour
the charging order writ of seizure and sale or its
equivalent shall have been made, ST shall have the right to
re-enter upon and take possession of the Property and all
buildings structures fixtures plant material and effects
whatsoever thereon with power to hold and dispose thereof as
if this Agreement had not been entered into and without
making to CSM any compensation or allowance for the same and
this Agreement shall thereupon determine but without
prejudice to any right of action or other remedy of ST for
the recovery of any licence fee or monies due to it from CSM
or in respect of any breach of this Agreement PROVIDED
ALWAYS THAT ST shall, in addition, also be entitled to claim
and to recover from CSM as a debt, firstly liquidated
damages calculated at and in accordance with the same rates
as that stipulated for liquidated damages in Clause 4(f) of
the sub-lease set out in the Second Schedule hereto as if
the respective year of the term of the lease therein
referred to the respective year of the Sub-Licence Period or
any extended period in which ST exercised its aforesaid
right of re-entry under this Agreement and secondly any sum
which ST may incur in connection with the demolition and
removal of any building, structure, fitting, fixture or
thing which ST or JTC may consider necessary to demolish and
remove AND PROVIDED THAT if the Property has been assigned
by way of mortgage with the consent of ST and JTC the
provisions of this clause shall not take effect until ST or
JTC has served upon the mortgagee notice in writing
specifying the breach and the mortgagee has failed to remedy
such breach.
(c) PROVIDED nevertheless that notwithstanding any such default
as aforesaid in completing the said buildings and works ST
may in its discretion give notice in writing to CSM of its
intention not to enforce the stipulations herein contained
and may fix any extended period for the completion of the
Development in substitution for the said period of three (3)
years less one (1) day hereby fixed for such completion and
thereupon the obligations hereunder of CSM to complete the
said works and to accept a lease hereinafter mentioned shall
be taken to refer to such substituted period.
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(d) Without prejudice to the generality of Clause 4(b) hereof
full right and liberty of ST in the event that CSM has
failed to either:-
(1) develop the Property to the gross plot ratio
specified in Clause 3(viii), or
(2) fulfil the investment criterion as stipulated in
Clause 6,
with full and absolute discretion to ST to either:-
(i) re-enter upon and take possession of the Property
or any part thereof and all buildings, structures,
fixtures, plant, material and effects whatsoever
thereon with power to hold and dispose thereof as
if this Agreement had not been entered into and
without making to CSM any compensation or
allowance for the same and this Agreement shall
thereupon determine but without prejudice to any
right of action or other remedy of ST or recovery
of any licence fee or monies due to ST from CSM or
in respect of any breach of this Agreement, or
(ii) reduce the term of sub-lease to such a lesser term
that JTC may grant to ST pursuant to the terms of
the Building Agreement (less one (1) day) in which
event CSM shall execute such documents as ST shall
deem necessary and in connection therewith, pay
all costs disbursements fees and charges legal or
otherwise as provided in Clause 3(xlv).
PROVIDED ALWAYS that if the Property has been assigned by
way of mortgage with the consent of ST and JTC, the
provisions of this sub-clause (d) shall not take effect
until ST or JTC had served upon the mortgagee notice in
writing specifying the breach and the mortgagee has failed
to remedy such breach.
5. CSM hereby agrees that if any failure on its part to observe or
perform any of its covenants contained in this Agreement results in
the failure of ST to comply with its obligations under the Building
Agreement and such failure entitles JTC to re-enter upon and take
possession of the Property and JTC exercises such right, then this
Agreement shall forthwith terminate without ST making to CSM any
compensation or allowance for the same and without prejudice to any
right of action or other remedy of ST for the recovery of any licence
fee or monies due to it from CSM or in respect of any breach of this
Agreement.
6. If the Development shall have been completed to the satisfaction of ST
and JTC and the relevant Government Building Authorities (to be
evidenced by their certificates in writing to that effect) within the
Sub-Licence Period or of such extended period (if any) as aforesaid
and if CSM shall have performed and observed all the stipulations
herein on its part contained other than such as any have been waived
as aforesaid and if there shall have been a minimum investment by CSM
of $900.00 per square metre of the gross floor area of the buildings
erected on the Property on buildings and civil works, of which
$300,000.00 or 1.5% of the actual cost of the building and civil works
(whichever is the lesser) shall be on landscaping and a minimum
investment of $300.00 per square metre of the Property on plant and
machinery, within the Sub-Licence Period (due proof thereof to be
produced by CSM to the satisfaction of ST and JTC on or before the
date falling three (3) years less one (1) day after the Commencement
Date) and if JTC has granted to ST a lease of the Property and
premises together with the Development for the term of thirty (30)
years from the 16th day of February 1994 then ST shall grant and CSM
shall accept and execute a counter part of one good and sufficient
sub-lease of the Property and premises to CSM for the
12
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term of thirty (30) years from the 16th day of February 1994 less one
(1) day at the rent and in the form containing the reservation
exceptions covenants conditions and provisions set forth in the Second
Schedule hereto with such modifications as circumstances may render
necessary and such other covenants conditions or stipulations to be
performed by CSM governing or regulating the use of the Property as ST
and JTC thinks fit with a view to preserving, the value thereof or
protecting the interests of the licensees or occupiers of land or
premises adjacent to the Property from any dangerous or obnoxious or
otherwise harmful activities which may be carried out by CSM whether
or not such activities are incidental to CSM's trade PROVIDED THAT
until such sub-lease is executed CSM shall be deemed to be the
sub-lessee of the Property as though a sub-lease has been executed at
the same rent and subject to the covenants and conditions contained in
the Second Schedule hereto so far as the same are applicable. In the
event that ST grants to CSM the said term for thirty (30) years less
one (1) day as aforesaid, CSM shall be permitted to remain on the
Property on the day following the expiry of the Sub-Licence Period as
a licensee, free of payment.
7. CSM may, at any time during the Sub-Licence Period and any extensions
thereof granted under Clause 4(c) terminate this Agreement or
surrender part of the Property by giving to ST four (4) months' prior
notice in writing, PROVIDED ALWAYS THAT such termination or surrender
shall be without prejudice to any right or remedy which may have or
will accrue to ST prior to the expiry of the four (4) months' notice
AND PROVIDED FURTHER THAT CSM shall in addition to the licence fee
(which at the discretion of ST may be apportioned for the period
commencing from the Commencement Date up to the date of delivery of
vacant possession of the Property or part thereof to ST) survey fees,
property tax and other charges specified herein forthwith pay to ST as
liquidated damages in accordance with and calculated at the same rates
as that stipulated for liquidated damages in Clause 4(f) of the
sub-lease set out in the Second Schedule hereto PROVIDED THAT before
the delivery of vacant possession as aforesaid if ST shall so desire
CSM shall at the cost and expense of CSM properly demolish and remove
such building, structure, fixture, fitting or thing as may be
stipulated in writing by ST or JTC as well as properly render the
Property or part thereof as the case may be to its original state and
condition as at the Commencement Date and licence fee and property tax
shall continue to be payable until the same has been completed to the
satisfaction of ST and JTC.
8. ST hereby covenants that:-
(i) it has obtained the written consent of JTC to the
sub-licence and sub-lease herein;
(ii) ST shall pay the rent and all other monies and shall perform
the lessee's covenants and conditions contained in the Head
Lease (save for such covenants as shall be performed by CSM
pursuant to the provisions of Clause 3(xliv) hereof);
(iii) ST shall take all reasonable steps to obtain the consent of
JTC whenever CSM makes any request in connection with the
Property that requires the approval of JTC under this
Agreement or the Building Agreement;
(iv) Upon notice from CSM, ST will take all reasonable steps to
enforce promptly the obligations undertaken by JTC in the
Head Lease.
9. (a) All notices, demands or other communications required or
permitted to be given or made hereunder shall be in writing
and delivered personally or sent by prepaid post (by
air-mail
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if to or from an address outside Singapore) with recorded
delivery or facsimile addressed to the intended recipient
thereof at its address set out below or at its last known
address or at its facsimile number set out below (or to such
other address or facsimile number as any party may from time
to time duly notify in writing to the other) and marked to
the attention of the person named below in respect of the
intended recipient. Any such notice, demand or communication
shall be deemed to have been duly served (if given or made
by facsimile) immediately or (if given or made by letter) 24
hours after posting or (if made or given to or from an
address outside Singapore) 72 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. The initial addresses and facsimile numbers of the
parties for the purposes of this Agreement are:-
ST: SINGAPORE TECHNOLOGIES PTE LTD
00 Xxxxxxx Xxxx Xxxxx #00-00/00 Xxx Xxxxx
Xxxxxxxxx Science Park
Xxxxxxxxx 000000
Attention: Director,
Corporate Services
Facsimile No: 775 3233
CSM: CHARTERED SEMICONDUCTOR MANUFACTURING LTD
00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0
Xxxxxxxxx 000000
Attention: Vice President,
Facility Systems
Facsimile No: 362 2901
10. The illegality, invalidity or unenforceability of any provision of
this Agreement under the law of any jurisdiction shall not affect its
legality, validity or enforceability under the law of any other
jurisdiction nor the legality, validity or enforceability of any other
provision.
11. (a) This Agreement shall be construed and governed by the laws
of Singapore.
(b) Any dispute arising out of or in connection with this
Agreement, including any question regarding its existence,
validity or termination, shall be referred to and finally
resolved by arbitration in Singapore in accordance with the
Arbitration Rules of the Singapore International Arbitration
Centre ("SIAC Rules") for the time being in force which
rules are deemed to be incorporated by reference into this
clause. The law of the arbitration shall be the
International Arbitration Act Cap. 143A. The tribunal shall
consist of one (1) arbitrator to be appointed by the
Chairman of Singapore International Arbitration Centre and
the language of the arbitration shall be English.
(c) Nothing shall affect the right to serve process in any
manner permitted by law.
THE FIRST SCHEDULE ABOVE REFERRED TO
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All that piece of land known as Xxxxxxx Xxx X00000 forming
part of the Government Survey Lots 937 and 1949 and part of
Xxxxxxxxx Xxxx (xxx), Xxxxx Xx 00, Xxxxxxxxx and situated in
the Republic of Singapore as shown on the plan annexed to
the Building Agreement and estimated to contain an area of
52,525 square metres more or less subject to survey.
15
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THE SECOND SCHEDULE ABOVE REFERRED TO
-----------------------
L 1 Ver 1
-----------------------
THE LAND TITLES ACT
-----------------------
-----------------------
(For Official use only)
SUB-LEASE
(A) DESCRIPTION OF LAND
----------------------------------------------------------------------------------------------
CT/SSCT/SCT Mukim Town Lot No. Property Address
Subdivision Whole or part (if part lot, to
state appd new lot/strata lot)
----------------------
Volume Folio
----------------------------------------------------------------------------------------------
(the "demised premises")
----------------------------------------------------------------------------------------------
--------------------------------------------
(B) LESSOR:
----------------------------------------------------------------------------------------------
ID/CO REGISTRATION NO. 199004768N
----------------------------------------------------------------------------------------------
NAME: SINGAPORE TECHNOLOGIES PTE LTD (the "Lessor")
----------------------------------------------------------------------------------------------
ADDRESS: 00 Xxxxxxx Xxxx Xxxxx #00-00/00
(xxxxxx Xxxxxxxxx for The Xxxxx, Xxxxxxxxx Xxxxxxx Xxxx
xxxxxxx xx Xxxxxx) Xxxxxxxxx 000000
----------------------------------------------------------------------------------------------
(the registered proprietor of a leasehold estate for the term of
thirty (30) years commencing from the 16th day of February 1994)
HEREBY LEASES the registered estate or interest of the Lessor in the
land above described to:-
--------------------------------------------
(C) LESSEE:
----------------------------------------------------------------------------------------------
ID/CO REGISTRATION NO. 198703584K
----------------------------------------------------------------------------------------------
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NAME: CHARTERED SEMICONDUCTOR MANUFACTURING LTD (the "Lessee")
----------------------------------------------------------------------------------------------
PLACE OF INCORPORATION Singapore
----------------------------------------------------------------------------------------------
ADDRESS: 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 2
(within Singapore for Xxxxxxxxx 000000
service of Notice)
----------------------------------------------------------------------------------------------
17
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as tenant for the term of thirty 30 years less one (1) day commencing
from the 16th day of February 1994, in consideration of the minimum
investment by the Lessee of $900/- per square metre of the gross
building floor area on building and civil works (including 1.5% of the
actual cost of the building and civil works or a maximum of $300,000/-
on landscaping) and $300/- per square metre of the demised premises on
plant and machinery, (hereinafter referred to as "the fixed investment
criteria") and YIELDING and PAYING therefor from the 16th day of
February 1994 the yearly rent of Dollars Nine Hundred and Forty-Five
Thousand Four Hundred and Fifty ($945,450/-) to be paid by equal
quarterly instalments on the lst day of each of the months of January,
April, July and October (each a "Rental Payment Date") in every year
of the said term without any deduction and in advance without demand
at the office of the Lessor or at such other office as the Lessor may
designate calculated at the rate of $18/- per square metre per annum
(hereinafter referred to as "the Initial Rent") of the demised
premises estimated to have an area of 52,525 square metres
(hereinafter referred to as "the preliminary survey area", which may
at any time be adjusted on completion of final survey by Jurong Town
Corporation (the "JTC"), if any, and in which event if the area
adjusted exceeds five square metres more, or less, than the
preliminary survey area the rental paid or payable by the Lessee shall
accordingly also be adjusted and be paid and payable or refunded as
the case may be in respect of the full difference between the
preliminary survey area and the final survey area, with retrospective
effect from the commencement of the said term of the Sub-Lease
herein), which rate shall be increased by 9% (compounded annually) on
the 16th day of February 1995 and on the 16th day of February of every
year thereafter. Provided Always That:-
(a) If at any time from (and including) the 16th day of February
2006 and from time to time thereafter during the term hereby
created, in the reasonable opinion of the Lessor the rate of
rent payable by the Lessee differs substantially from the
then prevailing market rate paid by lessees of comparable
properties leased by such lessees for purposes of the
semi-conductor industry in Singapore (the "prevailing market
rate"), then the Lessor may give notice in writing (the
"Lessor's written notice") to the Lessee setting out:-
(i) the revised rate of rent (the "Lessor's proposed
rate") which the Lessor proposes to charge having
regard to the prevailing market rate; and
(ii) the period for which such revised rate is to apply
(the "specified period"), which shall not be
retrospective.
(b) Unless the Lessor's proposed rate is disputed by the Lessee
within twenty-one (21) days of its receipt of the Lessor's
written notice, the rate of rent payable in respect of the
specified period shall be the Lessor's proposed rate.
(c) In the event that the Lessee gives the Lessor notice in
writing within twenty-one (21) days of its receipt of the
Lessor's written notice that it disputes the Lessor's
proposed rate, the Lessor and the Lessee shall negotiate in
good faith on the applicable rate of rent payable. In the
event that the Lessor and the Lessee fail to reach agreement
within thirty (30) days after the date of the Lessee's
notice that it disputes the Lessor's proposed rate, the rate
of rent payable by the Lessee for the specified period shall
be the rate determined by a licensed valuer acting as an
expert and not as an arbitrator, appointed jointly by the
Lessor and the Lessee or, failing such joint appointment, on
the application of either party, by the President of the
Singapore Institute of Surveyors and Valuers. The costs and
expenses of any such licensed valuer shall be borne by the
Lessor and the Lessee equally.
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- 17 -
(d) The rate of rent determined in accordance with sub-clause
(b) or (c) above (the "determined rate") shall be the rate
of rent payable for the specified period. The first payment
shall be made on the first Rental Payment Date (the "First
Revised Rental Payment Date") that follows:-
(i) in the case where the Lessor's proposed rate is
the determined rate, the expiry of the twenty-one
(21) day period referred to in sub-clause (b)
above; or
(ii) in the case where the licensed valuer determines
the determined rate as provided in sub-clause (c)
above, the date of such determination,
and such payment shall be made for:-
(aa) the period commencing from (and including) the
date of commencement of the specified period to
the day preceding the First Revised Rental Payment
Date; and
(bb) the quarter year commencing from the First Revised
Rental Payment Date,
and thereafter the determined rent shall be paid in advance
on every succeeding Rental Payment Date.
(e) The determined rate shall continue to be the rate of rent
payable by the Lessee under this Sub-Lease until the rent is
again adjusted in accordance with this clause and when so
adjusted, the adjusted rate shall for the purposes of this
Proviso be the determined rate.
(f) In the case where the Lessee has previously paid the Lessor
rent for any part of the specified period at the rate of
rent applicable immediately prior to the commencement of the
specified period, the Lessor or the Lessee (as the case may
be) shall on the First Revised Rental Payment Date pay to
the other the difference between (i) rent previously paid
and (ii) the rent calculated at the determined rate, in
respect of such period.
(g) For the avoidance of doubt (if any) until the Lessor gives
the Lessor's written notice to the Lessee, the rent payable
by the Lessee under this Sub-Lease shall be the same as the
rent payable by the Lessor to JTC under the Head Lease (as
hereinafter defined).
(h) The Lessor shall obtain JTC's prior written consent each
time it reviews the rent under this Clause if such consent
is required to be obtained by JTC. In the event that such
consent is required to be obtained and if, in granting such
consent, JTC imposes conditions for its consent (including
without limitation, a condition that the rent payable under
the Head Lease be revised), then the Lessee hereby agrees
that the Lessor shall be entitled to adjust the rate of rent
payable by the Lessee hereunder and to impose such further
or other terms and conditions on the Lessee having regard to
the conditions imposed by JTC.
19
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TOGETHER WITH the benefit of the rights granted to the Lessor and
SUBJECT TO the rights reserved to JTC mentioned in the Lease dated the
[ ] day of [ ] made between JTC and the Lessor (the "Head Lease" which
expression shall include the provisions of the Memorandum of Lease
filed in the Registry of Titles as No. ML I/30809F with the exception
of covenants 1(x), 1(xi), 1 (xvii) and 1 (xxv) of ML I/30809F as well
as all variations thereof and supplementals thereto).
--------------------------------------------
SUBJECT TO:-
(D) PRIOR ENCUMBRANCES (TO STATE 'NIL' IF THERE ARE NONE):
--------------------------------------------------------------------------------
Nil
--------------------------------------------------------------------------------
--------------------------------------------
20
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AND the following:-
(E) COVENANTS AND CONDITIONS
The Lessee hereby covenants to perform and observe the covenants,
conditions and powers implied by law in instruments of lease (or to
such of them as are not hereinafter expressly negatived or modified);
(F) SPECIAL COVENANTS AND CONDITIONS
1. The Lessee hereby covenants as follows:-
(a) (i) To observe and be bound by the provisions in the Head
Lease and perform all the covenants and conditions on the
part of the tenant contained in the Head Lease insofar as
they relate to the Property;
(ii) Not to do omit suffer or permit in relation to the
Property any act or thing which would or might
cause the Lessor to be in breach of the Head Lease
or which if done omitted or suffered or permitted
by the Lessor would or might constitute a breach
of the covenants on the part of the tenant and the
conditions contained in the Head Lease; and
(iii) To keep the Lessor indemnified against any
actions, proceedings, claims, damages, costs,
expenses, losses or liability incurred by the
Lessor arising from any breach, non-observance, or
non-performance by the Lessee 2 of the aforesaid
covenants and conditions in the Head Lease.
(b) To pay the rents hereinbefore reserved on the days and in
the manner set out above, without any deductions, set-off or
counterclaim.
(c) As often as any building or structure on the demised
premises or any part thereof shall be destroyed or damaged
as aforesaid forthwith to give to the Lessor written notice
of such destruction or damage and forthwith to cause all
monies received by virtue of such insurance to be laid out
in rebuilding and reinstating the same to the satisfaction
of the Lessor and JTC and in accordance with the plans and
specifications approved by the Lessor and JTC and in
accordance with the laws, bye-laws regulations and planning
schemes of every relevant governmental and statutory
authority prevailing at the time, and in case the monies so
received shall be insufficient for that purpose then to make
up the deficiency out of its own monies PROVIDED THAT the
rebuilding and reinstatement shall in any event commence and
be completed within the period specified by the Lessor and
JTC PROVIDED FURTHER THAT notwithstanding the covenant
contained in this clause, the Lessee may exercise the option
not to rebuild or reinstate the buildings subject to the
following conditions:
(i) the Lessee shall give to the Lessor four (4)
months' notice in writing to prematurely terminate
the term of the Sub-Lease herein created but
without prejudice to Clause 4(f) and any right or
remedy which may have or will accrue to the Lessor
prior to the expiry of the four (4) months' notice
under the terms and conditions of the Sub-Lease
herein; and
21
- 20 -
(ii) forthwith pay or cause to be paid to the Lessor or
to JTC if so directed by the Lessor, all monies
received by virtue of such insurance.
(d) The rent and other taxable sums payable by the Lessee under
or in connection with the lease herein shall be exclusive of
the goods and services tax (hereinafter called "tax")
chargeable by any government, statutory or tax authority
calculated by reference to the amount of the rent and any
other taxable sums received or receivable by the Lessor from
the Lessee and which tax is payable by the Lessee. The
Lessee shall pay the tax and the Lessor acting as the
collecting agent for the government, statutory or tax
authority shall collect the tax from the Lessee together
with the rent hereinbefore reserved without any deduction
and in advance without demand on the first day of each of
the months of January, April, July and October, and in the
manner and within the period prescribed in accordance with
the applicable laws and regulations.
(e) Not to demise assign mortgage charge create a trust let
sublet or underlet or grant a licence or part with or share
the possession or occupation of the demised premises in
whole or in part or otherwise in any way dispose of the
demised premises whether in whole or in part without first
obtaining the consent of the Lessor and JTC in writing. The
restrictions contained in Section 17 of the Conveyancing and
Law of Property Act (Chapter 61) shall not apply. In
addition, the Lessor or JTC may in their absolute discretion
in giving the consent require, inter alia, that the fixed
investment criteria be met and due proof thereof be shown
within such period of time as the Lessor or JTC may
stipulate, and in the event of the non-observance thereof,
the Lessor shall be entitled to exercise its rights under
Clause 4(c) herein.
(f) At the termination, by notice by the Lessee, or re-entry by
JTC under the Head Lease or re-entry by the Lessor or by
expiry or otherwise, of the term hereby created, to yield up
the demised premises to the Lessor in tenantable repair in
accordance with the Lessee's covenants herein contained
PROVIDED THAT, if so required by the Lessor and upon notice
thereof, the Lessee shall at its own cost and expense
properly demolish and remove such buildings, structures,
fixtures and fittings, or any part thereof, as may be
specified by the Lessor and JTC and reinstate the demised
premises to the satisfaction of the Lessor and JTC and if
the Lessee shall fail to observe or perform this covenant
the Lessor or JTC may (but shall not be under any obligation
to do so) execute such works and recover the costs thereof
from the Lessee as a debt.
(g) Not to use or permit or suffer the demised premises or any
part thereof to be used otherwise than for wafer fabrication
plant operations only except with the prior consent in
writing of the Lessor and JTC. In granting its consent to
any change or extension of use, JTC and the Lessor may in
their absolute discretion require, inter alia, the Lessee to
meet the fixed investment criteria and to show due proof
within such period of time as the Lessor or JTC may
stipulate, and in the event of the non-observance thereof,
the Lessor shall be entitled to exercise its rights under
Clause 4(c) hereof. For the avoidance of any doubt, the
words "meet" in this clause and "met" in Clause 1(f) shall
include the maintenance of the fixed investment criteria and
if it has not been maintained then that it be met.
(h) Without prejudice to Clause 1(viii) of ML I/30809F, to
ensure that the gross plot ratio shall not be less than 0.6
but not more than 1.4.
22
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(i) The Lessee accepts the demised premises in its existing
state and condition and further accepts and confirms that
neither JTC nor the Lessor has made representation or given
any assurance as to the present or future suitability of the
demised premises or its surrounding or adjacent lands in
relation to the Lessee's use, operations or occupation at
the demised premises.
(j) At the Lessee's own cost and expense and subject to the
Lessor's prior written approval, to execute such works as
may be deemed necessary by the Lessee in respect of the
state and condition of the demised premises (especially its
ground levels, topography and soil condition) which state
and condition the Lessee shall be deemed to have full
knowledge.
(k) To pay all legal fees (including the Lessor's solicitors'
charges on a solicitor and client basis) stamp duty and all
other disbursements and out of pocket expenses incurred in
the preparation and completion of this Sub-Lease and in
connection with any assignment sub-letting surrender or
other termination thereof otherwise than by effluxion of
time or with any claim or legal proceedings which may be
brought by the Lessor against the Lessee in the event of a
breach by the Lessee in connection with this Sub-Lease.
2. The Lessor hereby covenants as follows:-
(a) That the Lessee paying the rents hereby reserved and
performing and observing the several covenants herein
contained and on the Lessee's part to be performed and
observed shall peaceably hold and enjoy the demised premises
without any interruption from the Lessor or any person
rightfully claiming under or in trust for it.
(b) The Lessor shall pay the rent and all other monies and shall
perform the lessee's covenants and conditions contained in
the Head Lease (save for such covenants as shall be
performed by the Lessee pursuant to the provisions of Clause
1(a) hereof);
(c) The Lessor shall take all reasonable steps to obtain the
consent of JTC whenever the Lessee makes any request in
connection with the demised premises that requires the
approval of JTC under this Sub-Lease or the Head Lease;
(d) Upon notice from the Lessee, the Lessor will take all
reasonable steps to enforce promptly the obligations
undertaken by JTC in the Head Lease.
3(1). The Lessor hereby further covenants with the Lessee that the Lessor
shall grant to the Lessee a lease of the demised premises for a
further term of thirty (30) years less one (1) day (hereinafter
referred to as "the further term") commencing from the second day
following the date of expiry of the term hereby created PROVIDED
THAT:-
(i) there shall be a minimum investment by the Lessee of
$1,000/- per square metre of the gross building floor area
on buildings and civil works (of which $300,000/- or 1.5% of
the actual cost of the building and civil works, whichever
is the lesser, shall be on landscaping) and $500/- per
square metre of the demised premises on plant and machinery,
(also referred to as "the fixed investment criteria") within
three (3) years from the 16th day of February 1994 and due
proof of such investment is produced to the satisfaction of
the Lessor on or before the 15th day of August 1997;
23
- 22 -
(ii) subject to Clause 1(viii) of ML I/30809F, there shall be a
gross plot ratio of not less than 0.75 but not more than
1.4;
(iii) at the time due proof of such investment is produced and at
the expiry of the said term, there be no existing breach or
non-observance of any of the covenants and conditions herein
contained on the part of the Lessee to be observed or
performed;
(iv) if required by the Lessor, the Lessee shall within four (4)
months from the commencement of the further term and at its
own cost and expense, carry out and complete such
improvements to the landscaping at the demised premises as
may be stipulated in writing by the Lessor or JTC;
(v) the Lessee shall six (6) months before the expiry of the
said term submit, for the approval of the Lessor, JTC and
the relevant governmental and statutory authorities, plans
for the upgrading of the exterior of buildings on the
demised premises to the same highest quality of new
buildings which JTC will be building at that time, and the
Lessee shall expeditiously do all acts and things necessary
to obtain the approval, all at the cost and expense of the
Lessee;
(vi) the Lessee shall at its own cost and expense complete,
within eighteen (18) months from the commencement of the
further term, the upgrading of the buildings in accordance
with the plans approved by the Lessor and JTC and the
relevant governmental and statutory authorities and to the
satisfaction of the Lessor and JTC;
(vii) the Head Lease shall have been renewed by JTC in accordance
with the terms and conditions contained therein; and
(viii) the other terms and conditions that shall apply to the
renewed Sub-Lease shall be substantially similar to the
terms and conditions that shall apply to the renewed Head
Lease save that Clause 4(f) hereinafter appearing and the
present covenant for renewal shall not apply.
(2) If the further term is granted in accordance with clause 3(1) above,
the Lessee shall be permitted to remain on the premises on the day
following the expiry of the term created by this Sub-Lease as a
licensee, free of payment.
4. PROVIDED ALWAYS and it is hereby agreed between the parties as
follows:-
(a) No estate or interest in the soil of the road and footpath
adjacent to the demised premises is or shall be deemed to be
included in the demise hereinbefore contained.
(b) The Lessee shall not be entitled to any right of access of
light or air to the demised premises or any part thereof,
which would restrict or interfere with the user of any
adjoining or neighbouring land for building or any other
purpose.
(c) If the said rent hereby reserved or any part thereof shall
be unpaid for fourteen days after becoming payable (whether
the same shall have been formally demanded or not) or if any
of the covenants or obligations on the part of the Lessee
herein contained shall not be performed or observed or if
any charging order made in respect of the demised premises
shall be enforced by sale or by entry into possession
without the written consent of the
24
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Lessor having first been obtained (Section 17 of the
Conveyancing and Law of Property Act shall also not apply in
such event) by the Lessee or by the person in whose favour
the charging order shall have been made, then and in any
such case it shall be lawful for the Lessor or any person or
persons authorised by it in that behalf at any part
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 absolutely determine but without
prejudice to any right of action or remedy of the Lessor in
respect of any breach of any of the covenants or conditions
by the Lessee herein contained PROVIDED THAT if the demised
premises have been assigned by way of mortgage the
provisions of this clause shall not take effect until the
Lessor has served upon the mortgagee a notice in writing
that such breach has occurred and the mortgagee has failed
to remedy such breach.
(d) If any failure on the Lessee's part to observe or perform
any of its covenants contained in this Sub-Lease results in
the Lessor failing to comply with its obligations under the
Head Lease and such failure entitles JTC to re-enter upon
and take possession of the demised premises and JTC
exercises such right, then this Sub-Lease shall forthwith
terminate without the Lessor making to the Lessee any
compensation or allowance for the same and without prejudice
to any right of action or other remedy of the Lessor for the
recovery of any rents or other monies due to it from the
Lessee or in respect of any breach of this Sub-Lease.
(e) The Lessee may at any time prematurely terminate the term of
lease herein created by giving to the Lessor four (4)
months' prior notice in writing, but without prejudice to
any right or remedy which may have or will accrue to the
Lessor prior to the expiry of the four (4) months' notice
under the terms and conditions of the sub-lease herein
created or in respect of the termination.
(f) Subject to Clause 4(g) hereof in the event that premature
termination shall occur at any time within eight (8) years
from the commencement of the said term of the sub-lease
herein created or if JTC shall at any time within the said
eight (8) years exercise its right of re-entry under the
Head Lease as a result of the failure by the Lessor to
observe or perform its obligations under the Head Lease
which was due to a failure by the Lessee to observe or
perform any covenant or condition imposed on the Lessee
under this Sub-Lease or if the Lessor shall at any time
within the said eight (8) years exercise its right of
re-entry under Clause 4(c) hereof, then in addition to rent,
interest, property tax and other sums payable by the Lessee
to the date of premature termination or re-entry as the case
may be, liquidated damages for the sum of $17.7 million
('the said sum') shall be payable and paid by the Lessee to
the Lessor and it is acknowledged and agreed by the Lessee
that the said sum shall constitute liquidated damages and
shall not be considered under any circumstances as a
penalty.
(g) Notwithstanding anything contained herein, the Lessor hereby
agrees to a waiver of the liquidated damages provided in
Clause 4(f) hereof in the event of any transfer or
assignment of the lease in accordance with Clause 1(e)
hereinbefore appearing PROVIDED THAT:-
(i) the transfer or assignment is approved in writing
by the Lessor and all other relevant governmental
and statutory authorities and
25
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(ii) the Lessor reserves the right to revise the land
rent to the prevailing market rate at the time of
the transfer or assignment.
5. (a) All notices, demands or other communications required or
permitted to be given or made hereunder shall be in writing
and delivered personally or sent by prepaid post (by
air-mail if to or from an address outside Singapore) with
recorded delivery or facsimile addressed to the intended
recipient thereof at its address set out below or at its
last known address or at its facsimile number set out below
(or to such other address or facsimile number as any party
may from time to time duly notify in writing to the other)
and marked to the attention of the person named below in
respect of the intended recipient. Any such notice, demand
or communication shall be deemed to have been duly served
(if given or made by facsimile) immediately or (if given or
made by letter) 24 hours after posting or (if made or given
to or from an address outside Singapore) 72 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. The initial addresses and
facsimile numbers of the parties for the purposes of this
Sub-Lease are:-
Lessor: SINGAPORE TECHNOLOGIES PTE LTD
00 Xxxxxxx Xxxx Xxxxx #00-00/00
Xxx Xxxxx, Xxxxxxxxx Xxxxxxx Xxxx,
Xxxxxxxxx 000000
Attention: Director,
Corporate Services
Facsimile No: 775 3233
Lessee: CHARTERED SEMICONDUCTOR MANUFACTURING LTD
00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0
Xxxxxxxxx 000000
Attention: Vice President,
Facility Systems
Facsimile No: 362 2901
6. The illegality, invalidity or unenforceability of any provision of
this Sub-Lease under the law of any jurisdiction shall not affect its
legality, validity or enforceability under the law of any other
jurisdiction nor the legality, validity or enforceability of any other
provision.
7. (a) This Sub-Lease shall be construed and governed by the laws
of Singapore.
(b) Any dispute arising out of or in connection with this
Sub-Lease, including any question regarding its existence,
validity or termination, shall be referred to and finally
resolved by
26
- 25 -
arbitration in Singapore in accordance with the Arbitration
Rules of the Singapore International Arbitration Centre
("SIAC Rules") for the time being in force which rules are
deemed to be incorporated by reference into this clause. The
law of the arbitration shall be the International
Arbitration Act Cap. 143A. The tribunal shall consist of one
(1) arbitrator to be appointed by the Chairman of Singapore
International Arbitration Centre and the language of the
arbitration shall be English.
(c) Nothing shall affect the right to serve process in any
manner permitted by law.
8. In this Sub-Lease where the context so requires or permits, words
importing the singular number or the masculine gender include the
plural number or the feminine gender and words importing persons
include corporation and vice versa, the expression "the Lessor" shall
include its successors-in-title and permitted assigns (if any), where
there are two or more persons included in the expression "the Lessee"
covenants expressed to be made by "the Lessee" shall be deemed to be
made by such persons jointly and severally, and except where otherwise
provided the expression "the demised premises" shall mean the land
hereby demised and all buildings, structures, fixtures and fittings
therein.
(G) DATE OF LEASE: ____________________
--------------------------------------------
(H) EXECUTION BY LESSOR
The Common Seal of SINGAPORE )
TECHNOLOGIES PTE LTD was hereunto )
affixed in the presence of:- )
Director
Director/Secretary
27
- 26 -
(I) EXECUTION BY LESSEE
The Common Seal of CHARTERED )
SEMICONDUCTOR MANUFACTURING )
LTD was hereunto affixed in the presence of:- )
Director
Director/Secretary
(J) CERTIFICATE PURSUANT TO THE RESIDENTIAL PROPERTY ACT AND THE LAND
TITLES RULES AND PRACTICE CIRCULARS:
I, the solicitor for the Lessee hereby certify that the
Citizenship/place of Incorporation and registration number allocated
by the Registry of Companies to the Lessee as abovementioned specified
in the within instrument have been verified from the National
Registration Identity Card/the Certificate of Incorporation produced
and shown to me, and are found to be correct.
Dated this day of 19
--------------------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE
I, the Solicitor for the Lessee hereby certify that the within land is a
non-residential property as declared in the Residential Property Notification
1988. The land is zoned as
and the approved specific use of the property is for use.
28
- 27 -
Dated this day of 1995.
-----------------------------------------
NAME AND SIGNATURE OF SOLICITOR
FOR THE LESSEE
--------------------------------------------
29
- 28 -
(K) SIMILAR INTEREST CONFIRMATION (IF ANY)
I, the solicitor for the Lessee hereby confirms
that the interest of the Lessee is similar to that in Caveat CV/
------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE
--------------------------------------------
(L) CERTIFICATE OF CORRECTNESS:
I,the Solicitor for the Lessor hereby certify that this instrument is
correct for the purposes of the Land Titles Act.
------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSOR
I,the Solicitor for the Lessee hereby certify that this instrument is correct
for the purposes of the Land Titles Act.
------------------------------
NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE
00
- 00 -
Xx, XXXXXX XXXX CORPORATION, hereby consent to the within Sub-Lease.
The Common Seal of JURONG TOWN )
CORPORATION was hereunto affixed )
in the presence of:- )
-------------------------------------
General Manager
-------------------------------------
Secretary
31
FOR OFFICE USE ONLY
----------------------------------------------------------------------------------------------
EXAMINED REGISTERED ON
Initials of
Date Signing Officer: Registrar
of Titles
----------------------------------------------------------------------------------------------
XXXXX & XXXXXXXX
Advocates & Solicitors
00 Xxxxxxxx Xxxx
#00-00 Xxxx Xxxxx
Xxxxxxxxx 000000
File Reference : MS/VN/yy/8241/951
32
- 31 -
IN WITNESS WHEREOF the parties hereto have hereunto SET their
respective hands or seals the day and year first above written.
SIGNED on behalf of SINGAPORE )
TECHNOLOGIES PTE LTD by )
)
in the presence of:- )
/s/ Chua Xx Xx (Mrs.) /s/ Xx Xxxxx
------------------------- --------------------------------
Chua Xx Xx Ms. Xx Xxxxx
Company Secretary President & CEO
Singapore Technologies Pte. Ltd.
SIGNED on behalf of CHARTERED )
SEMICONDUCTOR MANUFACTURING )
LIMITED by )
in the presence of:- )
/s/ Xxxxxx Hon /s/ Tan Xxxx Xxxx
------------------------ ------------------------------------
Xxxxxx Xxx Xxx Xxxx Xxxx
Senior Manager, Legal President & CEO
Chartered Semiconductor Manufacturer
MISC (1) - AGR-CSM3 (WP)
