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EXHIBIT 10.38
Xxxxx Xxxxxxxxxx
XXX(XX)0000/0000 Xx 1 Vol 2/SY/ZMY
BUILDING AGREMENT
Between
JURONG TOWN CORPORATION
And
SINGAPORE TECHNOLOGIES PTE LTD
relating to:
Private Xxx X00000(x)
Xxxxx Xx. 00 Xxxxxxxxx
Xxxx: 47,640 square metres
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BUILDING AGREEMENT FOR LAND
AT PRIVATE XXX X00000(x) XX XXXXXXXXX XXXXXXXXXX XXXX D
(INLAND)
THIS AGREEMENT is made the 24th day of September 0000 XXXXXXX XXXXXX
XXXX CORPORATION a body corporate incorporated under the Jurong Town Corporation
Act and having its Head Office at Jurong Town Hall, Jurong Town Hall Road,
Singapore (hereinafter called "the Owner" which expression shall include its
successors-in-title and assigns) of the one part AND 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 "the Licensee" which expression shall include its
successors-in-title) of the other part.
WHEREBY IT IS AGREED as follows:
1 For the period of three (3) years from the 1st day of July 1997
(hereinafter referred to as "the date hereof") or for such further period as may
be extended by the Owner the Licensee shall have the Licence and authority to
enter upon all that piece of land known as Private Lot A12787(d) forming part of
Government Survey Xxxx 000X & 0000X, Xxxxx Xx. 00 Xxxxxxxxx and situated in the
Republic of Singapore as shown on the plan annexed hereto and estimated to
contain an area of 47,640 square metres more or less subject to survey
(hereinafter called "the said land") for the construction of factory buildings
and other structures therein and for the installation of equipment fixtures and
fittings thereat for the purpose of wafer fab production only in accordance with
the stipulations hereinafter contained and for no other purpose whatsoever.
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2 The Licensee hereby agrees to perform and observe the following
stipulations :-
(i) To hold the said land until the same shall be comprised in a
lease to be granted as hereinafter provided as licensee upon
the same terms relating to the lease referred to in clause
2(ii) herein at the same rent and subject to the same covenants
and stipulations so far as applicable as if a lease thereto has
been actually granted and so that the Owner 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 date hereof a licence fee
calculated at the same rate and on the dates specified as for
the rent reserved in the lease of the said land set out in the
First Schedule hereto as if such lease has actually been
granted.
(iii) To pay on the Owner's behalf to the Comptroller of Property Tax
an amount equivalent to the sum payable by the Owner as
property tax in respect of the said land, improvements and
structures thereon during the said period or of such extended
period (if any) permitted under clause 3(c) hereof by way of
additional licence fee or for the period prior to the issue of
the lease to be granted under clause 4 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 the Owner in
respect of any outstanding amount payable by the Licensee under
this Agreement from the date such amount becomes due until
payment in full is received by the Owner.
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(v) To pay to the Owner all survey fees and other charges including
those payable to and claimed by the relevant Government Planning
Authorities for the survey of the said land for the purpose of
sub-division of the land of which the said land forms part and the
preparation and issue of a Certificate of Title PROVIDED THAT the
Owner shall have the right to employ his own surveyor to carry out
the said survey in which event the Licensee shall bear all costs
incurred.
(vi) At his own cost and expense -
(a) to engage a professional engineer to carry out soil
investigation to advise on the soil conditions and to design
structurally sound buildings proposed to be erected taking into
consideration the condition of the said land; and
(b) to execute such work as may be required to be done in respect
of the state and condition of the said land (especially its ground
levels, topography and soil conditions) which state and condition
the Licensee shall be deemed to have full knowledge.
(vii) Without prejudice to sub-clause (vi) above to submit within three
(3) months from the date hereof firstly to the Owner for his
approval and then to the relevant Government Planning and
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Building Authorities full and complete plans elevations and
specifications of the buildings proposed to be erected on the said
land in accordance in every way with the requirements under the
Planning Act, Building Control Act, Fire Safety Act, Water Pollution
Control and Drainage Act and any other relevant statutory provisions
PROVIDED THAT the Owner may give or refuse his approval at his
absolute discretion.
(viii) At his own cost to commence erection on the said land either within
six (6) months from the date hereof 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 the Owner and the relevant
Government Building Authorities to finish the factory buildings,
structures and other appurtenances including the installations of
all equipment, fixtures and fittings so as to be completely fit for
immediate occupation and operation within the said period of three
(3) years from the date hereof PROVIDED ALWAYS THAT in the planning,
erection, construction and completion of the said buildings, to
develope to an average gross plot ratio on Private Lots A 12787,
A12787(a), A12787(b), A12787(d) and any other land occupied by the
Licensee within Woodlands Industrial Park D together of not less
than 0.6 and not more than 1.4 and in the event that the aforesaid
average gross plot ratio exceeds 1.4 the Licensee shall at his own
cost and expense be responsible for all development
charges/differential premium and any other charges that may be
payable in consequence thereof AND PROVIDED FURTHER THAT the
Licensee 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.
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(ix) At his own cost to take such steps and execute such works upon the
said land 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 the Owner and other relevant governmental
and statutory authorities.
(x) If the Licensee shall fail to complete the said buildings works and
installations and to commence operations within the period specified
in clause 2 (viii) or within any extended period under clause 3(c)
hereof the Licensee shall pay to the Owner a sum calculated at the
rate of $200.00 per day as liquidated damages for the period during
which the said buildings shall so remain or have remained incomplete
Provided That such payment shall not prejudice any other right or
remedy the Owner may have against the Licensee including its right
of re-entry under Clauses 3(b) and 3(d) herein.
(xi) To remove and replace any materials brought on the said land or used
in any of the said buildings works or installations which the Owner
shall require to be removed as being inferior or unfit and to make
good any workmanship which he shall consider imperfect and if the
Licensee fails to remedy such defects the Owner may enter upon the
said land and remedy such defects at the expense of the Licensee
after expiry of fourteen (14) days' notice being given to the
Licensee 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 the
Owner and the relevant Government Building Authorities nor to make
any alterations in the external elevation of any of the said
buildings when erected without the prior consent in writing of the
Owner.
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(xiii) In the erection and completion of the said buildings, structures
and installations to do all acts and things required by and to
perform the works in conformity with all respects with the
provisions of any laws or regulations made thereunder and to pay
and keep the Owner 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 time hereafter be chargeable against the Owner under any law or
otherwise in regard to the said land, the said buildings or any
structures or installations thereon.
(xiv) Not to do or permit or suffer to be done in or upon the said land
or any part thereof anything which in the opinion of the Owner may
be or become a nuisance or annoyance or cause damage or
inconvenience to the Owner or to the Licensees or occupiers of any
adjoining or neighbouring premises or whereby any insurance for the
time being effected on the premises 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 said
land 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 the Licensee may use for the purpose of
the said works any of the approved materials if so required.
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(xvi) Not without the prior consent in writing of the Owner to remove or
permit or suffer to be removed until after completion of the said
buildings 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 said land for the purpose of the said works.
(xvii) Not without the prior consent in writing of the Owner 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 said land or of the external walls or rails or fences thereof any
nameplate, signboard, placard, poster or other advertisement or
boarding.
(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 said land any
building or other materials except such as shall be actually required
for the buildings to be erected on the said land in accordance with
this Agreement and as soon as the buildings hereinbefore agreed to be
erected shall be completed at his own expense to remove from the road
or footpath adjoining the said land 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 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 the Owner and the Licensee against loss
or damage by fire in some insurance office approved by the Owner and
shall increase such insurance proportionately as the said buildings
approach completion and to keep the same so insured until a lease
shall be granted as hereinafter provided and to pay all premiums
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thereof at least seven (7) days before the expiry date of such
insurance policy and to produce to the Owner or his agent 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 the
Owner 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 the Owner and to make up any deficiency thereof out of
his own monies, but the rebuilding and reinstatement shall in any
event commence and be completed within the period specified by the
Owner PROVIDED ALWAYS THAT if the Licensee shall at any time fail to
keep the premises insured as aforesaid the Owner may without being
under any obligation to do so do all things necessary to effect or
maintain such insurance and any monies expended by him for that
purpose shall be repayable by the Licensee on demand and be recovered
forthwith from the Licensee as a debt PROVIDED FURTHER THAT
notwithstanding the covenant contained in this clause 2(xix), the
Licensee may exercise the option not to rebuild or reinstate the
buildings subject to the following conditions:
(a) without prejudice to clause 3(b), the Licensee shall give the
Owner three (3) months' prior notice in writing to prematurely
terminate this Agreement; and
(b) the Licensee shall forthwith pay or cause to be paid to the Owner
(whom the Licensee acknowledges to be entitled to) all monies
received by virtue of such insurance.
(xx) Not to assign charge create a trust or agency let sublet or underlet
or grant a license or part with or share his interest under this
Agreement, or the possession or occupation of the said land, or any
part thereof EXCEPT THAT, subject to the Owner's prior written
consent, which consent shall not be unreasonably withheld, the
Licensee may mortgage or charge his interest under this Agreement by
way of assignment or debenture (as the case may be) to secure the
repayment of such sum or sums as the Licensee may require for the
purpose only of erecting or completing the building or other structure
to be built on the said land in accordance with the provisions of this
Agreement PROVIDED THAT the Licensee shall thereafter continue to be
liable for the observance and performance of the several stipulations
herein contained until the grant of the lease as hereinafter provided.
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(xxi) Not to permit or suffer any person to occupy reside or make use
of any building erected on the said land before a Temporary Occupation Licence
or Certificate of Statutory Completion 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 the Owner for which the Licensee may be held liable arising
out of or in connection with the occupation and use of this said land and the
structures erected thereon and to indemnify the Owner against all proceedings,
claims, costs and expenses which he may incur or for which he may be held liable
as a result of any act, neglect or default of the Licensee his 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
said land to the requirements and satisfaction of the Owner and other relevant
Governmental and Statutory authorities PROVIDED THAT in the event of any default
by the Licensee under this covenant the Owner may carry out such remedial
measures as he thinks necessary and all costs and expenses incurred thereby
shall be recoverable forthwith from the Licensee as a debt.
(xxiv) Subject to Clause 2(xx) hereinbefore appearing, to give to the
Owner written notice of every change of name within one month from the date of
each change PROVIDED THAT where there has been, is or will also be any change in
the shareholders of the Licensee or the number of shares held by each and every
shareholder of the Licensee, the prior written consent in writing of the Owner
shall be obtained which consent if granted shall be subject to such terms and
conditions as the Owner may require.
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(xxv) To construct an internal drainage system to the satisfaction of
the Owner to ensure that all surface water collected is
discharged into the public drains and will not flow into
adjoining properties.
(xxvi) (a) To construct and complete a permanent culvert within
nine (9) months from the date hereof or any extension
thereof as may be approved by the Owner and in
connection thereof to submit plans to and to obtain the
prior approval in writing of the Owner for the
construction of a temporary crossing.
(b) Within one (1) month of the completion of the permanent
culvert mentioned in sub-clause (xxvi) (a) above to
remove the temporary crossing and to reinstate any
roads, roadside xxxxx, drains, turfing or the like
damaged by the Licensee, his servants, contractors,
subcontractors, or agents or their respective servants
to the satisfaction of the Owner and the relevant
Governmental and Statutory authorities.
(c) 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 the Licensee, his servants, contractors or
agents or their respective agents to the satisfaction
of the Owner and the relevant Governmental and
Statutory authorities.
(xxvii) To place with the Owner a deposit of $5,000.00 which shall be
forfeited in the event of any breach of any of the provisions in
clause (xxvi) herein without prejudice to the rights and
remedies of the Owner contained in this Agreement and the Lease.
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(xxviii) At his own cost to plant and maintain trees and landscape the
said land in accordance with all the requirements of the Parks
and Recreation Department, Ministry of National Development and
other relevant Governmental and Statutory authorities.
(xxix) At his 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 the Owner
and other relevant Governmental and Statutory authorities.
(xxx) If the Licensee shall at any time be found to have encroached
upon any area beyond the allocated boundaries of the said land,
the Licensee shall at his own cost and expense, but without
prejudice to any other right or remedy the Owner may have
against him, immediately or within the time specified (if any)
by the Owner to rectify and remove the encroachment to the
satisfaction of the Owner and pay to the Owner such compensation
as may be specified by the Owner. If, however, the Owner in his
absolute discretion permits the Licensee to regularise and
retain the encroached area or any part thereof upon such terms
and conditions as may be stipulated by the Owner and any other
relevant Governmental and Statutory authorities, the Licensee
shall pay license fee on the encroached area with retrospective
effect from the date hereof, and the Licensee 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.
(xxxi) If any damage of whatsoever nature or description shall at any
time occur or be caused to the said land or any building or
structure or installation thereon, or any part thereof, to
forthwith give to the Owner written notice of the damage and to
remedy the damage to the satisfaction of the Owner within such
time as the Owner may specify, all at the cost of the Licensee.
(xxxii) Not to keep or allow to be kept any livestock or other animals
on the said land or any part thereof.
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(xxxiii) The licence fees and other taxable sums payable by the Licensee under
or in connection with the licence herein shall be exclusive of the
goods and services tax (hereinafter called "tax") chargeable by any
governmental, statutory or tax authority calculated by reference to
the amount of the licence fees and any other taxable sums received or
receivable by the Owner from the Licensee and which tax is payable by
the Licensee. The Licensee shall pay the tax and the Owner acting as
the Collecting agent for the governmental, statutory or tax authority
shall collect the tax from the Licensee together with the licence
fees hereinabove reserved without any deduction and in advance
without demand on the 1st 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.
(xxxiv) Subject to clause 2 (xii) hereinbefore appearing, to ensure that the
maximum height of any boundary wall or fence (including the
anti-climb) erected by the Licensee 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 said land.
(xxxv) At the Licensee's own cost, at all times, to comply with and observe
the maximum height restriction of 55.0 metres above Mean Sea Level and
any other height restriction(s) on buildings and structures at the
said land as imposed by any governmental or statutory authority and to
ensure that any height restriction plan(s) which may be furnished to
the Licensee shall at all times be held in strict confidence and shall
not be shown, revealed or copied to or by any person, contractor,
subcontractor, watchman, employee, agent, representative or any other
person except with the prior written consent of the Owner.
(xxxvi) Without prejudice to the generality of Clauses 2(xiii) and 2(xiv)
herein, the Licensee shall not place, construct or erect or permit
the placing, construction or erection of any building, structure or
equipment whatsoever on the buffer within the boundary of the said
land as shown on the plan annexed hereto and shall comply with the
requirements of the relevant governmental and statutory authorities
including the Urban Redevelopment Authority and the Building Control
Division of the Ministry of National Development.
(xxxvii) The Licensee accepts the said land in its existing state and
condition and further accepts and confirms that the Owner has made no
representation not given any assurance as to the present or future
suitability of the said land or its surrounding or adjacent lands in
relation to the Licensee's use, operations or occupation at the said
land.
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(xxxviii) To ensure that the buildings, boundary walls and landscaping works
fronting Woodlands Road are aesthetically designed to the
satisfaction of the Owner.
(xxix) To observe the requirement of a 50-metre health and safety buffer for
the proposed wafer fabrication activity, which buffer shall not
extend beyond the boundary of the said land.
(xl) To comply with the Land Transport Authority's Road Interpretation
Plan in respect of the road widening line.
(xli) To confine vehicular access to and from the said land as indicated by
the Land Transport Authority.
3. It is hereby mutually agreed that until the Licensee has performed all
his obligations herein contained the Owner shall possess the rights and powers
following:
(a) The right for himself and his agents with or without workmen or
others at all reasonable times to enter upon the said land to view
the state and progress of the said buildings and works 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 the Owner as
may be required by the Owner.
(b) Full right and liberty in case any of the said buildings and other
structures or installations 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 the Licensee shall in
any other way fail to perform and observe any of the stipulations on
his part herein contained or if any charging order writ of seizure
and sale or its equivalent made in respect of the said land or any
structure therein shall be enforced without the written consent of
the Owner having first been obtained by the Licensee or by the
person in whose favour the charging order writ of seizure and sale
or its equivalent shall have been made, to re-enter upon and take
possession of the said land 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 the Licensee 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 the Owner for
the recovery of any licence fee or monies due to him from the
Licensee or in respect of any breach of this Agreement PROVIDED
ALWAYS THAT the Owner shall, in addition, also be entitled to
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claim and to recover from the Licensee as a debt, any sum which the
Owner may incur in connection with the demolition and removal of any
building, structure, fitting, fixture or thing which the Owner may
consider necessary to demolish and remove AND PROVIDED THAT if the
said land has been assigned by way of mortgage the provisions of this
clause shall not take effect until the Owner 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 the Owner may in
his discretion give notice in writing to the Licensee of his
intention not to enforce the stipulations herein contained and may,
subject to such conditions as the Owner may impose, fix any extended
period for the completion of the said works in substitution for the
said period of three (3) years hereby fixed for such completion and
thereupon the obligations hereunder of the Licensee to complete the
said works and to accept a lease hereinafter mentioned shall be taken
to refer to such substituted period.
(d) Without prejudice to the generality of clause 3(b) hereof full right
and liberty in the event that the Licensee has failed to either:
(1) develop the said land to the gross plot ratio specified in
clause 2(viii), or
(2) fulfill the investment criterion as stipulated in Clause 4
with full and absolute discretion to the Owner to either:
(i) re-enter upon and take possession of the said land 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 the Licensee 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 the
Owner or recovery of any licence fee or monies due to him from
the Licensee or in respect of any breach of this Agreement, or
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(ii) reduce the term of lease proportionately as the actual amount
invested bears with the required fixed investment on the said
land as stipulated in clause 4 in which event the Licensee
shall execute such documents as the Owner shall deem necessary
and in connection therewith, pay all costs disbursements fees
and charges legal or otherwise as provided in clause 5.
PROVIDED ALWAYS that if the said land has been assigned by way
of mortgage, the provisions of this sub-clause (d) shall not
take effect until the Owner had served upon the Mortgagee
notice in writing specifying the breach and the Mortgagee has
failed to remedy such breach.
4. If the said buildings and works shall have been completely finished to
the satisfaction of the Owner and the relevant Governmental Building
Authorities (to be evidenced by their certificates in writing to that effect)
within the said period of three (3) years or of such extended period (if any)
as aforesaid and of the Licensee shall have performed and observed all the
stipulations herein on his part contained other than such as may have been
waived as aforesaid and if the Licensee's minimum investment shall have been
the sum of $1,000/-per square metre of the gross floor area of the building(s)
on building and civil works and the sum of $500/- per square metre on plant and
machinery within three (3) years from the 1st day of July 1997 (due proof of
such investment to be produced to the satisfaction of Owner on or before the
31st day of December 2000) then the Owner shall grant and the Licensee shall
accept and execute a counter-part of one good and sufficient lease or sub-lease
of the said land and premises together with the buildings so erected thereon
with their appurtenances for the term of thirty (30) years from the 1st day of
July 1997 at the rent and in the form containing the reservation, exceptions,
covenants, conditions and provisions set forth in the FIRST SCHEDULE hereto with
such modification as circumstances may render necessary and such other
covenants, conditions or stipulations to be performed by the Licensee governing
or regulating the use of the said land as the Owner 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 said land from any dangerous or
obnoxious or otherwise harmful activities which may be carried out by the
Licensee whether or not such activities are incidental to the Licensee's trade
PROVIDED THAT until such lease is executed the Licensee shall be deemed to be
the Lessee of the said land as though a lease has been executed at the same
rent and subject to the covenants and conditions contained in the First
Schedule hereto so far as the same are applicable.
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5. The Licensee shall 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 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 lease.
6. The Licensee shall pay all costs and fees legal or otherwise, including
the Owner's costs as between solicitor and client, in connection with the
enforcement of the covenants and conditions of this Agreement and the lease.
7. The Licensee may, at any time during the said period of three (3) years and
any extensions thereof granted under clause 3(c) by giving to the Owner three
(3) months' prior notice in writing, terminate this Agreement or surrender part
of the said land PROVIDED ALWAYS THAT such termination or surrender shall be
without prejudice to any right or remedy which may have or will accrue to the
Owner prior to the expiry of the three (3) months notice AND PROVIDED FURTHER
THAT the Licensee shall in addition to the license fee (which at the discretion
of the Owner may be apportioned for the period commencing from the date hereof
up to the date of delivery of vacant possession of the said land or part
thereof to the Owner) survey fees, property tax and other charges specified
herein pay to the Owner as liquidated damages a sum made up of firstly an
amount equivalent to three (3) additional year's property tax and thirdly an
amount of $500/- being administrative costs or such other sum as may be
determined from time to time by the Owner, AND PROVIDED FURTHER THAT before the
delivery of vacant possession as aforesaid if the Owner shall so desire the
Licensee shall at the cost and expense of the Licensee properly demolish and
remove such building, structure, fixture, fitting or thing as may be stipulated
in writing by the Owner as well as properly render the said land or part
thereof as the case may be to its original state and condition and licence fee
and property tax shall continue to be payable until the same has been completed
to the satisfaction of the Owner PROVIDED ALSO THAT the Licensee shall, without
prejudice to clauses 2(viii) and 2(xxxvi), ensure that the said land and any
other remaining land occupied by the Licensee within Woodlands Industrial Park
D comply with the setback requirements and other planning requirements and do
not exceed the average maximum gross plot ratio of 1.4 after the termination or
surrender.
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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 )
)
JURONG TOWN CORPORATION )
)
By: HAN XXXXX XXXX ) /s/ Han Xxxxx Xxxx
Director )
Specialized Parks )
Development Group )
)
in the presence of: )
/s/ Xxxxxx Xxx Jun-ee
---------------------------------
XXXXXX XXX JUN-EE
The Common Seal of )
)
SINGAPORE TECHNOLOGIES )
PTE LTD. ) [SEAL]
)
was hereunto affixed )
)
in the presence of: )
Signature : /s/ Xx Xxxxx
-----------------------------
Name (in full): Xx Xxxxx (Ms.)
Designation : President & CEO
Signature : /s/ Chua Xx Xx
-----------------------------
Name (in full): Chua Xx Xx (Mrs.)
Designation : Company Xxxxxxxxx
00
-00-
X, XXXX XXXXX XXXX, an Advocate and solicitor of the Supreme Court of
Singapore hereby certify that on the 17th day of September 1999, the Common Seal
of SINGAPORE TECHNOLOGIES PTE LTD was duly affixed to the within written
instrument at Singapore in my presence in accordance with the regulations of the
said Company which regulations have been produced and shown to me.
Witness my hand this 17th day of September 1999.
/s/ Chia Xxxxx Xxxx
----------------------------------------
Advocate and Solicitor
Singapore
Chia Xxxxx Xxxx
20
THE FIRST SCHEDULE ABOVE REFERRED TO
------------------------
L 1 VER 1
------------------------
THE LAND TITLES ACT
------------------------
------------------------
(For official use only)
LEASE
DESCRIPTION OF LAND
--------------------------------------------------------------------------------
CT/SSCT/SCT Property Address
--------------- Lot Whole or part (if part
VOL FOL MK TS No. lot, to state appd new
lot/strata lot)
--------------------------------------------------------------------------------
13 Whole
(Private Lot A12787(d))
--------------------------------------------------------------------------------
LESSOR
--------------------------------------------------------------------------------
Name: JURONG TOWN CORPORATION
--------------------------------------------------------------------------------
Address: a body corporate incorporated under
Jurong Town Corporation Act and
having its office at Jurong Town
Hall, 000 Xxxxxx Xxxx Xxxx Xxxx.
Xxxxxxxxx 000000.
--------------------------------------------------------------------------------
(the registered proprietor) HEREBY LEASES the registered estate or interest in
the land to:
LESSEE
--------------------------------------------------------------------------------
ID/Co Regn no: 199004768N
--------------------------------------------------------------------------------
Name: SINGAPORE TECHNOLOGIES PTE LTD
--------------------------------------------------------------------------------
Address: 00 Xxxxxxx Xxxx Xxxxx, #00-00/00, Xxx
Xxxxx, Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxxx
000000.
--------------------------------------------------------------------------------
21
- 2 -
FOR TERM OF LEASE
Term of Lease: Thirty (30) years
Commencement Date: 1st day of July 1997 (hereinafter referred to as "the
Commencement Date")
Consideration: The average fixed investment by the Lessee on building
and civil works exceeding $1,000/- per square metre of
the gross built-up area and on plant and machinery
exceeding $500/- per square metre (hereinafter referred
to as "the fixed investment criteria") and the average
gross plot ratio of not less than 0.6 and not more than
1.4 for Xxxxxxx Xxxx X00000, X00000(x), A12787(b) and
A12787(d) together.
Annual Rent: As stipulated in Clause 1(i) of the Special Covenants
and Conditions hereinafter appearing.
Easement: As provided in the Memorandum of Lease I/30809F and the
First Variation of Memorandum of Lease VML I/076384J
hereinafter referred to.
SUBJECT TO:
PRIOR ENCUMBRANCES:
--------------------------------------------------------------------------------
NIL
--------------------------------------------------------------------------------
22
- 3 -
AND the following :-
COVENANTS AND CONDITIONS
(a) 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);
(b) the covenants and conditions set forth in the Memorandum of Lease and
the First Variation of Memorandum of Lease filed in the Registry of
Titles and numbered as ML I/30809F and VML I/076384J with the
exception of covenants 1(i) and 1(xi) of ML I/30809F.
SPECIAL COVENANTS AND CONDITIONS
1 (i) To pay from the 1st day of July 1997 the yearly rent of Dollars One
million nineteen thousand and nineteen and Cents Sixty only
($1,019,019.60cts) to be paid by equal quarterly instalments on the
1st day of each of the months of January, April; July and October 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 $21.39cts per
square metre per annum (hereinafter referred to as "the Initial
Rent") of the demised premises having an area of 47,640 square metres
(hereinafter referred to as "the preliminary survey area", which may
at any time be adjusted on completion of final survey, 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 Lease herein), which rate shall be subject to revision on the
1st day of July 1998 at the rate based on the market rent on the date
of such revision determined in the manner following but so that the
increase shall not exceed 7.6% of the Initial Rent. The yearly rent
so revised on the 1st day of July 1998 shall be subject to revision
on the 1st day of July of every year thereafter at the rate based on
the market rent on the respective dates determined in the manner
following but so that the increase shall not exceed 7.6% of the
annual rent for each immediately preceding year. The market rent in
this context shall mean the rent per square metre per annum of the
demised premises excluding the buildings and other structures erected
thereon and shall be determined by the Lessor on or about the dates
mentioned (and payable retrospectively with effect from the dates
mentioned if determined after the dates mentioned) and the decision
of the Lessor shall be final.
23
- 4 -
(x) 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 in accordance with the plans and
specifications approved by the lessor 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 his own monies PROVIDED THAT
the rebuilding and reinstatement shall in any event commence and be
completed within the period specified by the Lessor PROVIDED FURTHER
THAT notwithstanding the covenant contained in this Clause 1(x), the
Lessee may exercise the option not to rebuild or reinstate the
buildings subject to the following conditions:
(a) the Lessee shall give the Lessor three (3) months' prior notice
in writing to prematurely terminate the term of lease herein
created but without prejudice to any right or remedy which may
have or will accrue to the Lessor prior to the expiry of the
three (3) months' notice under the terms and conditions of the
Lease herein; and
(b) the Lessee shall forthwith pay or cause to be paid to the Lessor
(whom the Lessee acknowledges to be entitled to) all monies
received by virtue of such insurance.
(xi) Not to demise assign charge create a trust or agency mortgage 1st
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 without first obtaining the consent of the Lessor 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 may in its 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 may stipulate, and in the
event of the non-observance thereof, the Lessor shall, without
prejudice to any other right or remedy the Lessor may have, be
entitled to exercise its rights under Clause 3(c) herein.
24
- 5 -
(xvii) At the termination, by notice by the Lessee, 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 his 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 reinstate the demised premises to the satisfaction of the
Lessor and if the Lessee shall fail to observe or perform this
covenant the Lessor 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.
(xxv) Subject always to Clause 1(xi) herein, to give to the Lessor
written notice of every change of name within one month from the
date of each change PROVIDED THAT where there has been, is or
will also be a change in the shareholders of the Lessee or the
number of shares held by each and every shareholder of the
Lessee, the prior written consent in writing of the Lessor shall
be obtained which consent if granted shall be subject to such
terms and conditions as the Lessor may require.
(xli) Not to use or permit or suffer the demised premises or any part
thereof to be used otherwise than for wafer fab production only
except with the prior consent in writing of the Lessor. In
giving its consent, the Lessor may in its absolute discretion
require, inter alia, the Lessee to meet the fixed investment
criteria and to show due proof thereof within such period of
time as the Lessor may stipulate, and in the event of the
non-observance thereof, the Lessor shall be entitled to exercise
its rights under Clause 3(c) of VML I/076384J. For the avoidance
of any doubt, the words "meet" in this clause and "met" in
Clause 1(xi) herein shall include the maintenance of the fixed
investment criteria and if it has not been maintained, then that
it be met.
(xlii) (a) To ensure that the gross plot ratio shall not be less than
0.6 but shall not exceed the existing maximum gross plot
ratio of 1.4 permitted for the demised premises except with
the prior written approval of the Lessor and the relevant
governmental and statutory authorities PROVIDED ALWAYS THAT
and without prejudice to clause 1(viii) of ML I/30809F, the
Lessee shall pay all development charges/differential
premium which may be imposed on or charged to the Lessor by
the relevant governmental and statutory authorities, and any
other charges which may be imposed in connection with any
increase in the gross plot ratio beyond 1.4.
25
-6-
(b) Notwithstanding Clause 1(xlii)(a) herein, if the Lessee is
Singapore Technologies Pte Ltd (hereinafter referred to as
"The Company"), the Company shall ensure that the average
gross plot ratio for Xxxxxxx Xxxx X00000, X00000(x),
A12787(b), A12787(d) and any other land occupied by the
Company within Woodlands Industrial Park D shall not be
less than 0.6 but shall not exceed the existing permitted
maximum average gross plot ratio of 1.4 except with the
prior written approval of the Lessor and the relevant
governmental and statutory authorities PROVIDED ALWAYS
THAT and without prejudice to clause 1(viii) of ML
I/30809F, the Lessee shall pay all development
charges/differential premium which may be imposed on or
charged to the Lessor by the relevant governmental and
statutory authorities, and any other charges which may be
imposed in connection with any increase in the said
average gross plot ratio beyond 1.4. For the avoidance of
doubt, Clause 1(xlii)(a) herein must be strictly complied
with in the event that the Company ceases to be the
Lessee.
(xliii) Not to place, construct or erect or permit the placing,
construction or erection of any building, structure or equipment
whatsoever on the buffer within the boundary of the demised
premises and to comply with the requirements of the relevant
governmental and statutory authorities including the Urban
Redevelopment Authority and the Building Control Division of the
Ministry of National Development.
(xliv) The Lessee shall not at any time hold the Lessor liable for any
claim, demand, action, proceeding, inconvenience, loss, damages,
costs or expenses of whatsoever kind or description which the
Lessee or any other person may suffer in connection with or
arising from the Easement referred to in VML I/076384J or any
works carried out in relation thereto.
(xlv) At all times throughout the term of lease hereby created to keep
in full operation and continue operations at the whole of the
demised premises in accordance with the use permitted in Clause
1(xli) herein.
26
-7-
(xlvi) If the Registrar of Titles issues in favour of the Lessee a
Certificate of Title for the leasehold estate comprised in the
lease hereby created, the Lessee must, within one (1) month of
receipt of the said Certificate of Title submit a copy of it to the
Lessor.
(xlvii) If the term of lease hereby created shall at any time be determined
by expiry or otherwise, the Lessee must at his own cost and expense
immediately surrender or cause to be surrendered the said
Certificate of Title for the leasehold estate (and any duplicate
instrument) to the Registrar of Titles for custody and cancellation
by the Registrar and the Lessee shall simultaneously give to the
Lessor written notice of such surrender.
(xlviii) The Lessee accepts the demised premises in its existing state and
condition and further accepts and confirms that the Lessor has made
no representation nor 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.
(xlix) At the Lessee's own cost and at all times, to comply with and
observe the maximum height restriction of 55.0 metres above Mean
Sea Level and any other height restriction(s) on buildings and
structures at the demised premises as imposed by any governmental
or statutory authority and to ensure that any height restriction
plan(s) which may be furnished to the Lessee 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 the Lessor.
(l) Subject to Clause 1 (vii) of ML I/30809F, to ensure that the
maximum height of any chain-link fence (including the anti-climb)
or boundary wall erected by the Lessee at the demised premises
shall not exceed two (2) metres PROVIDED THAT the chain-link fence
or boundary wall shall be erected behind any hedge that may be
planted at the boundary of the demised premises.
27
- 8 -
(li) To ensure that the buildings, boundary walls and landscaping works
fronting Woodlands Road are aesthetically designed to the Lessor's
satisfaction.
(lii) To comply with Land Transport Authority's Road Interpretation Plan
in respect of the road widening line.
(liii) To confine vehicular access to and from the demised premises as
indicated by the Land Transport Authority.
(liv) To observe the requirement of a 50-metre health and safety buffer
for the wafer fabrication activity, which buffer shall not extend
beyond the boundary of the demised premises.
2A The Lessor further covenants with the Lessee that he shall grant to the
Lessee a lease of the demised premises for a further term of thirty (30)
years (hereinafter referred to as "the further term") from the expiry of
the said term upon the same terms and conditions and containing like
covenants as are contained in this lease with the EXCEPTION of the present
covenant for renewal 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 and $500/- per square metre of the demised premises on
plant and machinery, (in this Lease also referred to as "the fixed
investment criteria") within three (3) years from the 1st day of
July 1997 and due proof of such investment is produced to the
satisfaction of the Lessor on or before the 31st day of December
2000;
(ii) 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;
(iii) the rental payable for the further term shall be as set out
hereunder:
(a) the yearly rent for the further term shall be at the rate
based on the market rent at the commencement of the further
term (hereinafter referred to as "the Second Initial Rent");
(b) the Second Initial Rent shall be revised on the 1st day of
July 2028 and on the 1st day of July of every year
thereafter at the rate based on the market rent on the
respective dates determined in the manner following but so
that the increase shall not exceed 7.6% of the annual rent
for each immediately preceding year;
28
- 9 -
(c) the yearly rent for the further term shall be payable by
equal quarterly installments without any deductions and in
advance without demand on the 1st day of each of the months
of January, April, July and October in every year of the
further term at the office of the Lessor or at such other
office as the Lessor may designate the 1st of such payments
to be made on or before the commencement of the further
term; and
(d) for the purposes of (a) and (b) above, the market rent shall
mean the rent per square metre per annum of the demised
premises excluding the buildings and other structures
erected thereon and shall be determined by the Lessor on or
about the dates mentioned (and payable retrospectively with
effect from the dates mentioned if determined after the
dates mentioned) and the decision of the Lessor shall be
final;
(iv) if required by the Lessor, the Lessee shall within four (4) months
from the commencement of the further term and at his 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;
(v) the Lessee shall six (6) months before the expiry of the said term
submit, for the approval of the Lessor 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 the Lessor 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; and
(vi) the Lessee shall at his 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 the relevant governmental and statutory authorities
and to the satisfaction of the Lessor.
3 (d) The Lessee may at any time prematurely terminate the terms of
lease herein created by giving to the Lessor three (3) 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 three (3) months' notice under the terms and
conditions of the Lease herein created or in respect of the
termination.
29
- 10 -
EXECUTION OF LESSOR
THE COMMON SEAL OF )
JURONG TOWN CORPORATION )
was hereunto affixed )
in the presence of :- )
---------------------------------------------
CHIEF EXECUTIVE OFFICER
---------------------------------------------
SECRETARY
EXECUTION OF LESSEE
THE COMMON SEAL OF )
)
)
)
)
)
was hereunto affixed )
in the presence of : )
Signature : ---------------------------------------------
Name :
Designation :
Signature : ---------------------------------------------
Name :
Designation :
30
- 11 -
CERTIFICATE OF CORRECTNESS
I,
a duly authorised officer of the Jurong Town Corporation, under Section 31
of the Jurong Town Corporation Act (Cap 150) for and on behalf of the
Lessor hereby certify that this instrument is correct for the purposes of
the Land Titles Act.
________________________________________
Signature of Authorised Officer
I,
the Solicitor for the Lessee hereby certify that this instrument is
correct for the purposes of the Land Titles Act.
________________________________________
Signature of Solicitor
31
ML I/30809F
OFFICE USE ONLY
THE LAND TITLES ACT
[DIAGRAM]
(CHAPTER 157)
M E M O R A N D U M
-------------------
To the Registrar of Titles
On behalf of THE JURONG TOWN CORPORATION, a body corporate incorporated under
the Jurong Town Corporation Act and having its office at Jurong Town Hall,
Jurong Town Hall Road, Singapore, the Registered proprietor.
I, XXXXXX and XXXX XXXX, certify that this memorandum (comprising seven pages),
contains the provisions which are deemed to be incorporated in any instrument in
which the abovementioned corporation is named as a lessor and such instrument
has reference to this memorandum.
Signature
Authorised Officer
Filed in the REGISTRY OF TITLES
LODGED BY:
ON 26TH JUNE, 1990
Jurong Town Corporation
Jurong Town Hall REGISTRAR OF TITLES
Xxxxxx Xxxx Xxxx Xxxx
Xxxxxxxxx 0000
32
- 1 -
SPECIAL COVENANTS AND CONDITIONS
--------------------------------
1 The Lessee hereby covenants with the Lessor as follows:-
(i) To pay the yearly rent hereinbefore reserved on the days and in the
manner appearing in the reddendum.
(ii) To pay unto the Lessor on demand by way of additional rent a sum
equal to all such sums as the Lessor may from time to time pay for
insuring and keeping insured the demised premises against loss or
damage by fire in case the Lessee shall make default in insuring and
keeping insured the demised premises pursuant to the covenant in that
behalf hereinafter contained PROVIDED ALWAYS THAT nothing herein
shall render it obligatory on the part of the Lessor to insure and
keep insured the demised premises or any part thereof.
(iii) To pay all rates taxes assessments and outgoings whatsoever which now
are or which at any time hereafter during the said term may be
imposed or charged upon or in respect of the demised premises or any
part thereof.
(iv) To repair and keep in tenantable repair the demised premises and
every part thereof throughout the said term.
(v) To pay a reasonable proportion of the expense of constructing
repairing rebuilding and cleansing all party walls fences sewers
drains pipes water-courses and other things the use of which is
common to the demised premises and the occupiers of any adjoining or
neighbouring premises and such proportion in the case of a dispute
shall be conclusively determined by the Lesser's surveyor for the
time being.
(vi) To permit the Lessor and his surveyors or agents with or without
workmen or others during the said term at reasonable times in the
day-time to enter upon the demised premises and every part thereof to
examine the state and condition of the same and of defects decays and
wants of reparations and of all breaches of covenant there found and
the Lessor may thereupon serve on the Lessee notice in writing by
leaving the same at or on the demised premises to or for the Lessee
to make good the same within such reasonable time as specified in
such notice.
(vii) To perform and observe all the obligations which the Lessor of the
demised premises may be liable to perform or observe during the term
hereby created by any direction or requirement of any governmental or
statutory authority and if the Lessee shall fail to observe or
perform this covenant the Lessor may in its absolute discretion
perform the same and all expenses and costs incurred thereby shall be
recoverable from the Lessee as a debt PROVIDED ALWAYS THAT the Lessor
shall not be liable to the Lessee for any loss damage or
inconvenience caused thereby.
33
-2-
(viii) Not to make or cause to be made any addition or alteration affecting
the elevation external structure or stability of the demised
premises or any part thereof without the prior written consent of
the Lessor and the relevant governmental and statutory authorities
PROVIDED THAT on the granting of such consent and without prejudice
to other terms and conditions which may be imposed the Lessee shall
give to the Lessor security that the proposed addition alternation
or rebuilding will in fact be carried out within a reasonable time.
(ix) Forthwith to insure and keep insured the demised premises against
loss or damage by fire to the full value thereof with a well
established insurance company approved by the Lessor and to make all
payments necessary for that purpose within seven days after the same
shall become payable and upon reasonable notice to produce to the
Lessor the policy or policing of such insurance and the receipts for
all such payments.
(x) As often as the demised premises or any part thereof shall be
destroyed or damaged as aforesaid forthwith to cause all monies
received by virtue of such insurance to be laid out in rebuilding
and reinstating the same in accordance with the plans and
specifications approved by the Lessor and in accordance with the
existing 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 propose then to make up the deficiency out of his own monies
PROVIDED THAT the rebuilding and reinstatement shall in any event
commence and be completed within the period specified by the Lessor.
(xi) Not to demise assign mortgage let sublet or underlet or grant a
license or part with or share the possession or occupation of the
demised premises in while or in part without first obtaining the
consent of the Lessor 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 may in its 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 may stipulate, and in the event of
the non-observance thereof, the Lessor shall be entitled to exercise
its rights under Clause 3(c) herein.
(xii) Within six months of the devolution of the interest of the Lessee
not perfected by an assent to give notice thereof in writing with
particulars thereof to the Lessor and produce to the Lesser such
documentary evidence as may be required by the Lessor.
34
- 3 -
(xiii) Not to use the demised premises or any part thereof for any illegal
or immoral purpose and not to do or permit or suffer to be done upon
the demised premises anything which in the opinion of the Lessor may
be or become a nuisance annoyance or cause damage or inconvenience to
the Lessor or his lessees or the occupiers of any adjoining or
neighbouring premises or whereby any insurance for the time being
affected on the demised premises may be rendered void or voidable or
be in any way affected.
(xiv) Not without the prior consent in writing of the Lessor 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 demised premises or of the external rails or fences thereof
any nameplate signboard placard poster or other advertisement or
boarding.
(xv) To make reasonable provision against and be responsible for all loss
injury or damage to any person or property including that of the
Lessor for which the Lessee may be held liable arising out of or in
connection with the occupation and use of the demised premises and to
indemnify the Lessor against all proceedings claims costs and
expenses which he may incur or for which he may be held liable as a
result of any act neglect or default of the Lessee his servants
contractors subcontractors or agents.
(xvi) To pay interest at the rate of 8.5% per annum or such higher rate as
may be determined from time to time by the Lessor in respect of any
arrears of rent or other outstanding sums due and payable under this
Lease from the due dates thereof until payment in full is received by
the Lessor.
(xvii) At the termination, 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 remove the fixtures and fittings, or any part
thereof, as may be specified by the Lessor and reinstate the demised
premises to the satisfaction of the Lessor and if the Lessee shall
fail to observe or perform this covenant the Lessor shall execute
such works and recover the costs thereof from the Lessee as a debt.
(xviii) To make good and sufficient provision for the safe and efficient
disposal of all waste including but not limited to pollutants to the
requirements and satisfaction of the Lessor PROVIDED THAT in the
event of default by the Lessee under this covenant the Lessor may
carry out such remedial measures as he thinks necessary and all costs
and expenses incurred thereby shall forthwith be recoverable from the
Lessee as a debt.
35
- 4 -
(xix) Not to do or omit or suffer to be done or omitted any act matter
or thing in or on the demised premises in respect of the
operations business, trade or industry carried out or conducted
therein which shall contravene the provisions of any laws,
bye-laws, orders, rules or regulations now or hereafter affecting
the same but at his own cost and expense to comply with all such
provisions and at all times hereafter to indemnify and keep
indemnified the Lessor against all actions, proceedings, costs,
expenses, claims, fines, losses, penalties and demands in respect
of any act matter or thing done or omitted to be done in
contravention of the said provisions.
(xx) 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 Lease and any
prior accompanying or future documents or deeds supplementary
collateral or in any way relating to this Lease.
(xxi) To pay all costs and fees legal or otherwise including costs as
between solicitor and client in connection with the enforcement
of the covenants and conditions herein.
(xxii) To pay to the Lessor all survey fees and other charges including
those payable to and claimed by the relevant Government Planning
Authorities and other relevant governmental and statutory
authorities for the survey of the demised premises for the
purpose of sub-division of the land of which the demised premises
forms part and issue of this Lease and a Certificate of Title
PROVIDED THAT the Lessor shall have the right to employ his own
surveyor to carry out the said survey in which event the Lessee
shall bear all costs thereby incurred.
(xxiii) At his own cost to take such steps and execute such works upon
the demised premises as may be necessary for the protection of
shores and embankments if any and for the prevention of earthslip
erosion of soil and failure of slopes expeditiously in a
workmanlike manner and to the satisfaction of the Lessor.
(xxiv) To construct an internal drainage system within the demised
premises to the satisfaction of the Lessor to ensure that all
surface water collected thereon is discharged into the public
drains.
(xxv) Not to effect a change of name except with the prior consent in
writing of the Lessor PROVIDED THAT on every change of name the
Lessee shall pay to the Lessor a fee to be specified by the
Lessor in relation to such consent.
(xxvi) To perform and observe the covenants on the Lessor's part
contained in the Head Lease made between the President of the
Republic of Singapore and the Lessor so far as they are not
varied herein and to keep the Lessor indemnified against all
claims damages costs and expenses in any way relating thereto.
36
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(xxvii) To maintain the demised premises and every part thereof in a neat
and tidy condition, and forthwith to comply with the Lessor's
direction to remove and clear any materials, goods, or articles
of whatever nature and description from the demised premises or
such part thereof as may be stipulated in writing by the Lessor.
(xxviii) At his own cost to plant and maintain trees and landscape the
demised premises in accordance with all the requirements of the
Parks and Recreation Department, Ministry of National Development
and other relevant governmental and statutory authorities.
(xxix) Not to 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
Lessees in connection therewith, to allow the Lessor or any
authorised person to inspect at all reasonable times, such
installation, machine or apparatus in the demised premises to
determine the source of the interference or disturbance and
thereupon, to take suitable measures, at the Lessee's own
expense, to eliminate or reduce such interference or disturbance
to the Lessor's satisfaction, if it is found by the Lessor or
such authorised person that the Lessee's electrical installation,
machine or apparatus is causing or contributing to the said
interference or disturbance.
(xxx) To indemnify the Lessor against each and every claim, proceeding,
action, loss, penalty, damage, expense, cost and demand which may
arise in connection with clause (xxix) above.
(xxxi) At the Lessee's own cost to execute such works as may be
necessary to divert existing utility services such as pipes,
cables and the like (if any) to the requirements and satisfaction
of the Lessor and other relevant governmental and statutory
authorities.
(xxxii) Subject to that clause in the Special Covenants and Conditions of
this Lease which stipulates the specific use the Lessor permits
for the demised premises, the Lessee shall use and shall ensure
that at least sixty per centum (60%) of the total floor area of
the demised premises shall be used for purely industrial
activities, and may use the remaining floor area for ancillary
stores and offices, neutral areas, communal facilities and such
other uses as may be approved in writing by the Lessor and the
relevant governmental and statutory authorities PROVIDED THAT the
said ancillary offices shall not exceed twenty-five per centum
(25%) of the total floor area AND PROVIDED FURTHER THAT the
Lessee shall not use and occupy the demised premises for the
purpose of commercial office and storage unrelated to the
Lessee's approved industrial activity.
37
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(xxxiii) If the Lessee shall at any time be found to have encroached upon
any area behind the boundaries of the demised premises, the
Lessee shall at his own cost and expenses, but without prejudice
to any other right or remedy the Lessor may have against him,
immediately or within the time specified (if any) by the Lessor
rectify and remove the encroachment to the satisfaction of the
Lessor and pay to the Lessor such compensation as may be
specified by the Lessor. If, however, the Lessor in his absolute
discretion permits the Lessee to regularise and retain the
encroached area or any part thereof upon such terms and
conditions as may be stipulated by the Lessor and any other
relevant governmental and statutory authorities, the Lessee shall
pay land rent on the encroached area with retrospective effect
from the date of commencement of the term hereby created, and the
Lessee 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.
(xxxiv) If any damage of whatsoever nature or description shall at any
time occur or be caused to the demised premises or any part
thereof, to forthwith give to the Lessor written notice of the
damage and to remedy the damage to the satisfaction of the Lessor
within such time as the Lessor may specify, all at the cost of
the Lessee.
(xxxv) Not to keep or permit to be used or stored in the demised
premises or any part thereof any materials of a dangerous or
explosive nature without the prior consent in writing of the
Lessor and to keep the Lessor indemnified against all damages
claims and action caused by the use of storage of such materials
whether or not the same is done with the consent of the Lessor.
2 The Lessor hereby covenants with the Lessee that the Lessee paying the rent
hereinbefore reserved and performing and observing the covenants conditions
and agreements on the part of the Lessee hereinbefore contained shall
peaceably hold and enjoy the demised premises during the term hereby
granted without any interruption or by the Lessor or any person lawfully
claiming through under or in trust for him.
3 PROVIDED ALWAYS and it is hereby agreed between the parties as follows :-
(a) That 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) That 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.
38
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(c) That 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 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
authorized by him in that behalf 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 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 Lessor 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.
4 In this 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 assigns,
the expression "the Lessee" 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.
39
BELOW THIS LINE FOR OFFICE USE ONLY
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Special Remarks Endorsing Instruction
First Schedule:
Second Schedule:
--------------------------------------------------------------------------------
EXAMINED REGISTERED ON
--------------------
Initials of
Signing
Officer
Date: REGISTRAR OF TITLES
--------------------------------------------------------------------------------
40
------------------------------
VML 1 Ver 1
------------------------------
THE LAND TITLES ACT
------------------------------
------------------------------
(For official use only)
FIRST VARIATION OF MEMORANDUM OF LEASE
LESSOR
------
--------------------------------------------------------------------------------
Name: JURONG TOWN CORPORATION
--------------------------------------------------------------------------------
Address: a body corporate incorporated under
Jurong Town Corporation Act and having
its office at Xxxxxx Xxxx Xxxx, 000
Xxxxxx Xxxx Xxxx Xxxx, Xxxxxxxxx 0000.
--------------------------------------------------------------------------------
AUTHORISED OFFICER OF LESSOR
----------------------------
--------------------------------------------------------------------------------
Name: XXXXXX XXX XXXX XXXX
--------------------------------------------------------------------------------
I, the abovementioned authorised officer of the Lessor, certify that in any
instrument of the Lessor's in which both the Memorandum of Lease filed in the
Land Titles Registry as No: I/30809F (hereinafter referred to as "ML I/30809F")
and this Variation of Memorandum of Lease have reference:
(a) the following Easement provisions set out in Schedule I herein shall
be inserted in addition to the clauses incorporated in ML I/30809F;
(b) the following sub-clause(s) as set out in Schedule II shall be in
substitution of the sub-clauses incorporated in clause 1 and clause 3
contained in ML I/30809F and more particularly set out in Schedule III; and
(c) the following sub-clauses as set out in Schedule IV shall be inserted in
addition to the sub-clauses in clause 1 contained in ML I/30809F.
41
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SCHEDULE I - Easement
EASEMENT: RESERVING TO THE LESSOR, and all others to whom the Lessor has granted
or may grant, as appurtenant to each and every premises adjoining and
neighbouring the demised premises which are capable of so enjoying, a free and
uninterrupted RIGHT OF PASSAGE AND RUNNING of water soil electricity power gas
telephone communication and other services from the adjoining and neighbouring
premises thereon through or by means of sewers drains pipes channels wires
cables and ducts upon over or under the demised premises and to make connections
with such sewers drains pipes channels wires cables and ducts or any of them for
the purpose of exercising the said right of passage and of running the aforesaid
services upon over or under the demised premises herein AND all other easements,
ancillary rights and obligations as are or may be implied by the Land Titles Act
(CAP 157).
SCHEDULE II - Replacement sub-clauses
1 (x) 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 in accordance with the plans and specifications
approved by the Lessor 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 his own
monies PROVIDED THAT the rebuilding and reinstatement shall in
any event commence and be completed within the period specified
by the Lessor.
(xxv) Subject always to clause 1(xi) herein, to give to the Lessor
written notice of every change of name within one month from
the date of each change.
42
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3 (c) That if the said rent hereby reserved or any other sums due under this
Lease, 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 writ of seizure and sale or its equivalent made in
respect of the demised premises shall be enforced by sale or by entry
into possession without the written consent of the 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 writ of seizure and sale or its
equivalent shall have been made, then and in any such case it shall be
lawful for the Lessor or any person or persons authorised by him in
that behalf 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 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.
SCHEDULE III - Previous sub-clause
1 (x) As often as the demised premises or any part thereof shall be
destroyed or damaged as aforesaid forthwith to cause all monies
received by virtue of such insurance to be laid out in rebuilding and
reinstating the same in accordance with the plans and specifications
approved by the Lessor and in accordance with the existing 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 his own monies PROVIDED THAT the
rebuilding and reinstatement shall in any event commence and be
completed within the period specified by the Lessor.
43
- 4 -
(xxv) Not to effect a change of name except with the prior consent in
writing of the Lessor PROVIDED THAT on every change of name the
Lessee shall pay to the Lessor a fee to be specified by the
Lessor in relation to such consent.
3 (c) That 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 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 him in that behalf 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
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.
SCHEDULE IV -- Additional sub-clauses
1 (xxxvi) 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.
44
- 5 -
(xxxvii) Not to keep or allow to be kept any livestock or other animals
at the demised premises or any part thereof.
(xxxviii) At the Lessee's own cost, to properly install and maintain exit
lightings and exit signs at staircases, exist passageways and
exits of the demised premises in accordance with all
requirements of the Building Control Division.
(xxxix) To forthwith install and at all times to properly maintain
sufficient emergency lighting in the production area of the
demised premises in accordance with all requirements of the Fire
Services bureau and to liaise directly with the Fire Services
Bureau in relation thereto, and in the event that any alteration
or addition to the demised premises shall thereby be necessary,
then to obtain the prior written consent of the Lessor and the
relevant governmental and statutory authorities in accordance
with Clause 1(viii) of ML I/30809F, all at the cost of the
Lessee.
(xl) Without prejudice to the generality of Clauses 1(iii) and 1(vii)
of ML I/30809F, the rent and other taxable sums payable by the
Lessee under or in connection with this lease 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 rent and any other
taxable sums received or receivable by the Lessor from 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 1st 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.
DATE OF APPLICATION: 4th day of May 1995
45
- 6 -
EXECUTION BY THE AUTHORISED OFFICER:
------------------------------------
----------------------------------------
XXXXXX XXX XXXX XXXX
Witness: ----------------------------------------
XXXXX XX XXX XXX nee AU
LODGED BY:
----------
--------------------------------------------------------------------------------
Name: JURONG TOWN CORPORATION
--------------------------------------------------------------------------------
Address: a body corporate incorporated under
Jurong Town Corporation Act and having
its office at Xxxxxx Xxxx Xxxx, 000
Xxxxxx Xxxx Xxxx Xxxx, Xxxxxxxxx 0000.
--------------------------------------------------------------------------------
46
FOR OFFICE USE ONLY
-------------------------------------------------------------------------------
EXAMINED REGISTERED ON
Date: Initials of Registrar of Titles
Signing Officer
-------------------------------------------------------------------------------
47
[MAP]
NOTE:
All grid references shown on this plan are based on Singapore Survey Department
origin [ILLEGIBLE] E300001
All distances are in metres.
Dimensions and area are subject to final survey.
Lessees are required to consult other relevant authorities for services
[ILLEGIBLE] by them.
Data incorporated from sketch #30 in S/MC [ILLEGIBLE] Vol C.
-------------------------------------------------------------------------------
[JTC LOGO] Jurong Town Corporation
Technical Services Group
Survey Department
-------------------------------------------------------------------------------
AGREEMENT PLAN
Part of
A127871d1: Lots 230L & 1179P
Mukim No.13
-------------------------------------------------------------------------------
Approved
/s/ TAN XXXX XXX 6/10/97
------------------------------------------------
TAN XXXX XXX Date
DEPUTY DIRECTOR (SURVEY)
-------------------------------------------------------------------------------
Approved
[Signature Illegible] 6/10/97
------------------------------------------------
[ILLEGIBLE] Date
Surveyor-in-charge
-------------------------------------------------------------------------------
[ILLEGIBLE] DATE SCALE 1:2000
------------------------------------------------------------
SURVEYED COMPILED -- PLAN NO.
-------------------------------------
DRAWN SULAIMAN 30.9.97 S/LA 499-5
-------------------------------------
CHECKED [ILLEGIBLE] 5.10.97
-------------------------------------------------------------------------------
