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EXHIBIT 10.4
THIS DEED OF ASSIGNMENT is made the 29th day of March One thousand nine
hundred and ninety-six (1996) Between MICROPOLIS LIMITED, a foreign company
incorporated in the Cayman Islands and having its registered office in Singapore
at 0000 Xxx Xx Xxx Xxxxxx 0 #00-00, Xxxxxxxxx 000000 (hereinafter called "the
Assignor") of the one part and S T CHATSWORTH PTE LTD (Company Registration
No. 199600543C) a company incorporated in the Republic of Singapore and having
its registered office at 83 Science Park Drive #01-01/02 The Xxxxx Xxxxxxxxx
Xxxxxxx Xxxx, Xxxxxxxxx 000000 (hereinafter called "the Assignee") of the other
part.
WHEREAS:
(1) By a Building Agreement dated the 28th day of February 1995 (hereinafter
called "the Building Agreement" which expression shall where the context so
requires, include the Lease and any other document(s) executed/to be executed
between the Assignor and JURONG TOWN CORPORATION relating to the said land) made
between JURONG TOWN CORPORATION, a body corporate incorporated under the Jurong
Town Corporation Act and having its Head Xxxxxx xx Xxxxxx Xxxx Xxxx, Xxxxxx Xxxx
Xxxx Xxxx, Xxxxxxxxx 000000 (herein called "the Lessor") of the one part and the
Assignor of the other part, the Lessor agreed to grant to the Assignor the
licence and authority to enter upon the land described in the Building Agreement
and more particularly described in the Schedule hereto (herein called "the said
land") for inter alia the construction of a building and for the installation of
equipment machinery fixtures and fittings (hereinafter collectively referred to
as the "Building") and upon completion of the Building and satisfactory
compliance by the Assignor of all the terms and conditions contained inter alia
in the Building Agreement, the Lessor will grant and the Assignor will accept
and execute a Lease (herein referred to as "the Lease" which expression shall
include all such supplemental lease(s), assurance(s) or document(s) of title) of
the said land together with the Building for the term of years and subject to
the terms and conditions contained in the format set out in the First Schedule
to the Building Agreement or otherwise.
AND WHEREAS the Assignor has agreed to assign to the Assignee all its
rights title and interest under the Building Agreement and to the Lease to be
issued by the Lessor for the consideration of Dollars Forty One Million
($41,000,000.00) and the Lessor has consented to the assignment subject to the
stipulations terms and conditions and covenants contained in the Building
Agreement and the Lessor's letter of approval dated to the
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Assignor's solicitors M/s Xxxxxx Xxxx & Partners.
AND WHEREAS the Lease in respect of the said land has not yet been issued
to the Assignor.
NOW THIS DEED WITNESSETH as follows:
1. In pursuance of the said agreement and in consideration of the sum of
Dollars Forty One Million ($41,000,000.00) paid by the Assignee to the Assignor
(the receipt whereof the Assignor hereby acknowledges) the Assignor as
beneficial owner and with the consent of the Lessor HEREBY ASSIGNS unto the
Assignee:-
(a) ALL its right title interest benefits advantages permits licences and
remedies which the Assignor has in, under or arising out of the
Building Agreement and the full benefit and advantages thereof and of
all stipulations therein contained to be performed on the part of the
Lessor and of all rights and remedies for enforcing the same;
(b) ALL THAT the right title estate and interest of the Assignor of and in
the said land and the Building;
(c) ALL THAT the full benefit and right of and to all moneys whether by
way of purchase price premium rents or otherwise as shall have been
paid by the Assignor
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[REVENUE STAMPS]
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to the Lessor under and by virtue of the Building Agreement; and
(d) ALL THAT the right title and interest of the Assignor to a grant from
the Lessor of an Agreement to Lease/Lease or sub-lease (whichever is
applicable) in respect of the said land and the Building for the terms
of lease referred to in the Building Agreement
TO HOLD the same unto the Assignee its successors and assigns absolutely.
2. The Assignor hereby covenants with the Assignee as follows:-
(a) that the Assignor will do and execute all such acts and deeds and
procure from the Lessor the grant of such Agreement for Lease/Lease or
sub-lease in favour of the Assignee in the form of Lease set out in
the Second Schedule to the Building Agreement.
(b) that until such Agreement for Lease/Lease or sub-lease has been
granted to the Assignee as aforesaid the Assignor holds and will hold
all the rights, title, interest, benefits, advantages, permits
licences and remedies in and under the Building Agreement and all the
estate, rights, title and interest of and in the said land and the
Building in trust for the Assignee its successors in title and assigns
absolutely and will at any time and from time to time when called upon
at the request of the Assignee execute and do all such acts deeds
matters and things as may be necessary to cause the said land and the
Building to be more effectually vested in the Assignee, its successors
in title and assigns and exercise all rights and remedies for the
Assignee and on behalf of the Assignee.
3. In pursuance of the Building Agreement and for the consideration aforesaid
and with a view to giving protection to the rights and interests of the Assignee
herein the Assignor HEREBY IRREVOCABLY APPOINTS and constitutes the Assignee to
be the true and lawful attorney for and in the name of or otherwise on behalf of
the Assignor to exercise all the rights and remedies vested in the Assignor
under the Building Agreement and for such purposes to do and execute all or any
of the following acts deeds matters and things that is to say:-
(a) To exercise all rights and remedies for enforcing the Building
Agreement or in respect of any other matter or thing connected with or
relating to or concerning the said land.
(b) To commence and/or defend all legal proceedings brought against and/or
by the Lessor in connection with the Building Agreement or in respect
of the said land.
(c) To take delivery of and accept from the Lessor the Agreement for
Lease/Lease or sub-lease and/or such other assurance of or documents
of title to the said land in the name of the Assignor or to the
Assignee and to make all payments enter into covenants and do all
other things which may be necessary for completing the same including
all such applications and notifications at the Registry of Deeds or
the Registry of Titles as may be necessary or desirable under any then
existing statute providing for the registration of title to land.
(d) To execute such Agreement for Lease/Lease or sub-lease and/or such
other transfer or transfers or assurance or assurances or other deeds
assignments instruments and documents and to do all such acts and
things as may be necessary to effectually transfer, perfect and vest
the title to the said land in the Assignee.
(e) To abandon any legal proceedings and to compromise or settle or refer
to arbitration all disputes or doubts which may arise in connection
with the Building Agreement and/or the said land.
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(f) To register this or any other instrument in such manner as the
Assignee may think fit and to bind the Assignor by way of covenant or
declaration which may be necessary in order to carry out the objects
of these presents.
AND the Assignor hereby gives and grants unto the Assignee full power and
authority to act in relation to the said land and Building as effectually to all
intents and purposes as if the Assignor had personally performed the same.
And for the better doing performing and executing of the matters and things
aforesaid the Assignor hereby further grants unto the Assignee full power and
authority to substitute and appoint in the place and stead of the Assignee one
or more attorney or attorneys of the Assignee all or any of the powers and
authorities hereby conferred and to revoke any such appointment from time to
time and to substitute or appoint any other or others in the place of such
attorney or attorneys as the Assignee may think fit.
AND the Assignor hereby declares that all acts deeds matters and things
executed or done by virtue of these presents by the Assignee or any substitute
or substitutes appointed by the Assignee shall be as good valid and effectual to
all intents and purposes whatsoever as if the same had been executed done or
made by the Assignor personally AND the Assignor hereby covenants to allow
ratify and confirm all and whatsoever which the Assignee or any substitute or
substitutes appointed by the Assignee shall do or cause to be done by virtue of
the authority and powers hereby conferred.
The Assignor hereby further declares that the power and authority hereby
conferred are given for valuable consideration and shall be and remain
irrevocable for a period expiring only on the registration of a Lease by the
Lessor in the Assignee's favour with the appropriate authority or the vesting of
the said land and the Building in the Assignee.
4. The Assignee for itself and its successors and assigns hereby covenants
with the Assignor:-
(a) To punctually pay on due date the yearly rent or any revision or
revisions thereof and all other rents fees costs and charges
stipulated in the Building Agreement and the Lease in favour of the
Assignee.
(b) To perform fulfill and observe all the stipulations on the part of the
Assignor contained in the Building Agreement and the Lease and will at
all times hereafter save harmless and keep indemnified the Assignor
its successors-in-title from and against all actions proceedings
damages penalties costs claims and demands by reason or on account of
the non-observance thereof or otherwise in relation thereto.
5. The Assignor hereby covenants with the Assignee that it has not done
or knowingly suffered or been party or privy to any act or thing whereby the
Assignor is prevented from assigning the benefit of the Building Agreement, and
all estate rights title and interest in the said land and Building and all
benefits thereof.
6. The Assignor hereby warrants that there are no breaches of any terms
and conditions of the Building Agreement and the Assignor shall at all times
hereafter save harmless and keep indemnified the Assignee its
successors-in-title and assigns from and against all actions proceedings damages
penalties costs claims and demands by reason or on account of any non-observance
of all or any of the terms stipulations conditions on the part of the Assignor
contained in the Building Agreement.
IN WITNESS WHEREOF the Assignor and the Assignee have caused their
respective Common Seals to be hereunto affixed the day and year first above
written.
THE FIRST SCHEDULE ABOVE REFERRED TO
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The Building Agreement dated 28 February 1995 made between the Lessor and
the Assignor in respect of the said Land.
THE SECOND SCHEDULE ABOVE REFERRED TO
ALL THAT piece of land known as Xxxxxxx Xxx X00000 forming part of
Government Survey lots 7634, 9419, 10979 and 12500 of Mukim 18 Ang Mo Kio and
situated in the Republic of Singapore as shown on the plan annexed to the
Building Agreement and estimated to contain an area of 17,930 square metres more
or less subject to survey.
The Common Seal of MICROPOLIS )
LIMITED was hereunto affixed )
in the presence of:- )
/s/ [SIGNATURE]
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DIRECTOR
/s/ [SIGNATURE]
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DIRECTOR/SECRETARY
The Common Seal of S T CHATSWORTH )
PTE LTD was hereunto affixed )
in the presence of:- )
/s/ [SIGNATURE]
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DIRECTOR
/s/ [SIGNATURE]
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DIRECTOR/SECRETARY
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I, TAN XXXX XXXXX JASMINE, an Advocate and Solicitor of the Supreme Court
in the Republic of Singapore, practising in Singapore hereby certify that on
the 29th day of March, 1996 the Common Seal of MICROPOLIS LIMITED 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 day 29th of March 1996.
/s/ TAN XXXX XXXXX JASMINE
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I, XXXX XXXXX XXXX XXXX, an Advocate and Solicitor of the Supreme Court in
the Republic of Singapore, practising in Singapore hereby certify that on the
29th day of March 1996 the Common Seal of S T CHATSWORTH 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 29th day of March 1996.
/s/ XXXX XXXXX XXXX XXXX
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