Execution Copy
Exhibit 4.58
DATED THE 1ST DAY OF NOVEMBER ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ TECHNOLOGIES PTE LTD
(STPL)
and
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
(Company)
==============================================
SUPPLEMENTAL AGREEMENT
TO THE
ST GROUP MANAGEMENT & SUPPORT SERVICES AGREEMENT
DATED 1 NOVEMBER 1999
==============================================
TABLE OF CONTENTS
CONTENTS PAGE
1. INTERPRETATION 3
2. AMENDMENTS TO ST GROUP MANAGEMENT & SUPPORT SERVICES AGREEMENT 3
3. INCORPORATION 4
4. PARTIAL INVALIDITY 4
5. EFFECTIVE DATE 4
6. GOVERNING LAW AND ARBITRATION 4
APPENDIX - COMPUTATION OF CONSIDERATION 5
2
THIS SUPPLEMENTAL AGREEMENT is made on the 1st day of November 2002 BETWEEN:-
(1) SINGAPORE TECHNOLOGIES PTE LTD, a company incorporated in Singapore and
having its registered office at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ("STPL"); and
(2) CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in
Singapore and having its registered office at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Company").
and is supplemental to the ST Group Management & Support Services Agreement (the
"ST Group Management & Support Services Agreement") dated 1 November 1999
entered into between (1) STPL and (2) the Company.
STPL and the Company shall hereinafter be individually referred to as a "Party"
and collectively, as the "Parties".
WHEREAS:-
A. The Parties have signed the ST Group Management & Support Services
Agreement whereby STPL has agreed to render to the Company, and the Company has
agreed to accept from STPL, the Services for the Consideration and upon the
terms and conditions set out in the ST Group Management & Support Services
Agreement.
B. Pursuant to Clause 2.1 of the ST Group Management & Support Services
Agreement, the Parties have agreed to vary the Services and the method and basis
of determination of the Consideration on the terms and subject to the conditions
of this Supplemental Agreement.
In consideration of the mutual covenants contained herein, the Parties
hereby agree as follows:-
1. INTERPRETATION
1.1 This Supplemental Agreement shall be construed as one with the ST Group
Management & Support Services Agreement and except as otherwise provided in this
Supplemental Agreement, all terms and references used in the ST Group Management
& Support Services Agreement and which are defined or construed in the ST Group
Management & Support Services Agreement but are not defined or construed in this
Supplemental Agreement, shall have the same meaning and construction in this
Supplemental Agreement as in the ST Group Management & Support Services
Agreement.
1.2 References to "Clause" and "Appendix" are to be construed as references to
the clauses of, and appendices to, the ST Group Management & Support Services
Agreement.
1.3 The headings in this Supplemental Agreement are inserted for convenience
only and shall be ignored in construing this Supplemental Agreement.
2. AMENDMENTS TO ST GROUP MANAGEMENT & SUPPORT SERVICES AGREEMENT
The Parties agree, subject to the provisions of this Supplemental
Agreement, that the ST Group Management & Support Services Agreement be and is
hereby amended, by deleting the existing Appendix thereto and replacing it with
the following new Appendix attached hereto.
3. INCORPORATION
3.1 Except to the extent expressly amended by the provisions of this
Supplemental Agreement, the terms and conditions of the ST Group Management &
Support Services Agreement are hereby confirmed and shall remain in full force
and effect.
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3.2 The ST Group Management & Support Services Agreement and this Supplemental
Agreement shall be read and construed as one document and this Supplemental
Agreement shall be considered to be part of the ST Group Management & Support
Services Agreement, and without prejudice to the generality of the foregoing,
where the context so allows references in the ST Group Management & Support
Services Agreement to "this Agreement" shall be read and construed as references
to the ST Group Management & Support Services Agreement as amended and
supplemented by this Supplemental Agreement.
4. PARTIAL INVALIDITY
The illegality, invalidity or unenforceability of any provision of this
Supplemental Agreement under the law of any jurisdiction shall not affect its
legality, validity or enforceability under the law of any other jurisdiction nor
the legality, validity or enforceability of any other provision.
5. EFFECTIVE DATE
This Supplemental Agreement shall take effect from the date hereof.
6. GOVERNING LAW AND ARBITRATION
6.1 This Supplemental Agreement shall be governed by and construed in
accordance with, the laws of Singapore.
6.2 Any dispute arising out of or in connection with this Supplemental
Agreement including any question regarding its existence, validity or
termination, shall be referred to and finally resolved by arbitration in
Singapore in accordance with the Arbitration Rules of the Singapore
International Arbitration Centre ("SIAC Rules") for the time being in force,
which SIAC Rules are deemed to be incorporated by reference into this Clause.
IN WITNESS WHEREOF the parties hereto have set their hands the day and year
first abovewritten.
STPL
SIGNED By )
)
for and on behalf of ) /s/ Teo Soon ▇▇▇▇
SINGAPORE TECHNOLOGIES PTE LTD ) Group Financial Controller
in the presence of: )
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇
Finance Manager
The Company
SIGNED By )
)
for and on behalf of ) /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
CHARTERED SEMICONDUCTOR MANUFACTURING LTD ) Vice President and Chief Financial
) Officer
in the presence of: )
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Finance Manager
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APPENDIX
COMPUTATION OF CONSIDERATION
The Consideration payable to STPL shall be calculated on the following basis :
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S/N DESCRIPTION OF SERVICES FEE BASIS AMOUNT
(S$'000)
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1 Executive Resource Support
Comprising support provided to CSM Total basic headcount cost of 210
Executive Resource and Compensation STPL Executive Resource
Committee ("ERCC") in the design and Department ("STPL ER") multiplied
implementation (including benchmarking) of by a factor of 1.8 divided by the
compensation structure for executives, and total number of companies STPL ER
together with CSM, support to CSM ERCC in is providing this Service to.
the implementation of decisions and support
for administration of compensation of
executives under CSM ERCC.
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2 Internal Audit
Comprising continuing audit plans, 2 equivalent headcount cost 220
monitoring statutory compliance and
compliance with relevant procedures and
policies.
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3 Finance
Comprising treasury related activities, 2 equivalent headcount cost 350
risk management, and accounting systems,
policies, guidelines and procedures
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4. Information Technologies
Based on reimbursement of its 520
share of group wide licences and
IT infrastructure e.g. Lotus
Notes, Frango
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5. STPL Franchise
Comprising benefits derived from the STPL Based on 0.25% of Group Sales or
global network and affiliation to STPL, and S$5 million, whichever is lower. 4,700
Financial leverage such as bank guarantee Based on 0.5% of ST Financial
support, provision of standby credit Support or S$5 million, whichever
facilities, improved credit rating, easier is lower.
access to funding and lower cost of
borrowing.
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GRAND TOTAL 6,000
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Where :
CSM means the Company.
Group Sales means the actual sales of the Company and its subsidiaries
worldwide. As the Consideration is payable in advance, the Consideration for
this Service shall be determined based on the planned sales of the Company and
its subsidiaries worldwide at the beginning of the year, and at the end of the
year, the final Consideration payable for such Service shall be determined based
on the actual sales. STPL shall refund to the Company any excess payment and the
Company shall make payment to STPL of any shortfall in payment within fourteen
(14) days after the determination of the final Consideration payable for such
Service shall be determined based on the actual sales. STPL shall refund to the
Company any excess payment and the Company shall make payment to STPL of any
shortfall in payment within fourteen (14) days after the determination of the
final Consideration payable for such Service.
ST Financial Support means the projected annual average outstanding amount of
(a) standby credit facilities provided by STPL to the Company and (b) guarantee
facilities provided by STPL to third parties to secure loans granted by such
third parties to the Company.
For the avoidance of doubt, the headcount cost allocated in the Appendix above
shall be applicable for from the date hereof and shall be adjusted upon mutual
agreement.
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