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